AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED APRIL 27, 2022

RADAR USA, INC.

448 W Market Street, Suite 203

San Diego, California, 92101

609.472.0877

Up to 20,000,000 Shares of Non-Voting Common Stock and 20,000,000 shares of Voting Common Stock into which the Non-Voting Common Stock is convertible

Minimum investment amount: 1,000 Shares of Non-Voting Common Stock ($1,000), subject to waiver by us in our sole discretion

SEE “SECURITIES BEING OFFERED” AT PAGE 36 

Sales of these securities will commence on approximately ___________________, 2022.

This offering will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the offering is earlier terminated by the company at its sole discretion. At least every 12 months after this offering has been qualified by the United States Securities and Exchange Commission (the “Commission” or the “SEC”), the company will file a post-qualification amendment to include the company’s recent financial statements.

The company has engaged Equiniti Trust Company (“EQ”) as agent to hold any funds that are tendered by investors. The offering is being conducted on a best-efforts basis without any minimum target offering amount. This may mean that the company does not receive sufficient funds to cover the cost of this offering. The company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to the company. After the initial closing of this offering, we expect to hold closings on at least a monthly basis.

Investors in this offering will have no voting rights except those required by Delaware law. Holders of Voting Common Stock are entitled to one vote for each share on all matters submitted to a vote of the stockholders. Holders of the Voting Common Stock will continue to hold all of the voting power of the company’s equity at the conclusion of this offering and therefore control the board. The Non-Voting Common Stock is convertible into Voting Common Stock automatically and solely upon the closing of an initial public offering of Voting Common Stock or a public listing of the Voting Common Stock. Each share of Non-Voting Common Stock converts into Voting Common Stock at a 1:1 ratio. See “Securities Being Offered” at page 36 for additional details.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 4.

The company is following the “Offering Circular” format of disclosure under Regulation A.

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Summary -- Implications of Being an Emerging Growth Company.”

TABLE OF CONTENTS

In this Offering Circular, the term “Radar” or “the company” refers to RADAR USA, INC.; the term “VSBLTY” refers to our strategic partner VSBLTY Groupe Technologies Corp. and its consolidated subsidiaries; and the term “RADAR App” refers to our strategic partner RADAR APP S.A.P.I. de C.V.

Prior to the qualification of the Offering Statement of which this Offering Circular forms a part, the company will effect a 1683.72845:1 forward stock split; all the share numbers in this Offering Circular, other than those in the financial statements, are presented on a post-split basis.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Implications of Being an Emerging Growth Company

We are not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act. Rather, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.

If and when we become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent those attacks). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks related to our Business

We are an early stage company with a limited operating history. Our company was formed on November 6, 2020. Accordingly, we have a limited history upon which an investor can evaluate our performance and future prospects. The company has a short history, few customers, and limited revenue generated to date. Our current and proposed operations are subject to all business risks associated with new enterprises. These include likely fluctuations in operating results as we react to developments in our markets, difficulty in managing our growth and the entry of competitors into the market. We have incurred net losses to date and our financial statements reflect no revenues. We cannot assure you that we will be profitable in the foreseeable future or generate sufficient profits to pay dividends to the holders of the shares.

We may not be able to achieve sufficient market penetration to deliver a true community-based integrated security solution. The distinguishing feature of our residential and city-focused product platform is its ability to connect, and share data among, multiple users within a community, local security and law enforcement. If we are not able to achieve significant market penetration within a residential community or geographic area, we may not be able to realize our business plan or compete effectively in the markets we serve.

If we are unable to manage our growth successfully, our business and results of operations could suffer. Our ability to manage growth will require us to continue to build operational, financial and management controls, contracting relationships, marketing and business development plans and controls and reporting systems and procedures. Our ability to manage growth will also depend in large part upon a number of factors, including the ability to rapidly:

An inability to achieve any of these objectives could harm our business, financial condition and results of operations.

The outbreak of the Covid-19 pandemic and government actions to address it may have a material adverse effect on our business, financial conditions and results of operation, all of which could be rapid and unexpected. We may face disruption to operations, supply chain delays, travel and trade restrictions and impacts on economic activity in affected countries or regions that could reduce demand for applications of our products and services.

Covid-19 may further prevent or cause delays in delivering products and services, whether by direct impacts to our operations or impacts to the operations of our strategic partners, suppliers, customers or financial markets. To date, we have experienced minor disruptions to our day-to-day operations associated with delayed services resulting from various Covid-19 restrictions and shortage of manpower experienced by some of our service providers.

The Covid-19 pandemic continues to evolve rapidly and, as a result, it is difficult to accurately assess its continued magnitude, outcome and duration. The Covid-19 pandemic and restrictions imposed to address the pandemic, could: negatively impact levels of investment in deployments of our technology; lead to prolonged disruptions of critical components, including as a result of the bankruptcy/insolvency of one or more suppliers to us or our strategic partners due to worsening economic conditions; impact our customers’ and partners’ production volume levels, including as a result of prolonged unscheduled facility shutdowns; and result in government regulation that may adversely impact our business.

Covid-19 may also represent a serious threat to our establishing and maintaining a skilled workforce and could be a healthcare challenge for us, our customers, suppliers and partners. In addition, the Covid-19 pandemic has created a dramatic slowdown in the global economy generally, and thus demand for products with potential applications for our technology may decline. The duration of the Covid-19 outbreak and the resultant travel restrictions, social distancing, government response actions, business closures and business disruptions, can all have an impact on our operations and access to capital. There can be no assurance that we will not be impacted by adverse consequences that may be brought about by the Covid -19 pandemic on global financial markets which may reduce valuations of companies like ours and financial liquidity and thereby severely limit the capital available to us.

Our business is highly reliant on our strategic partners. Our products and services are dependent on technology that we license from VSBLTY and RADAR App, which are companies affiliated with certain of our directors. We anticipate that we will continue to depend on these relationships and others as our business grows. If we are unsuccessful in maintaining our relationships with these third parties, or if these third parties are unable or unwilling to provide services to us, our ability to continue to operate our business and compete in the marketplace would suffer. Even if we are successful, we cannot be sure that these licensed technologies will be sufficient to meet future customer demands or to enable us to compete effectively.

Our business could suffer if we are unable to expand our sales and marketing capabilities. Increasing our customer base and achieving broader market acceptance of our products will depend to a significant extent on our ability to expand our sales and marketing operations. Our business will be seriously harmed if the efforts to expand our sales and marketing capabilities are not successful or if they do not generate sufficient revenue.

Our business is dependent on our ability to generate additional revenues. To increase revenue and achieve profitability, we must add new customers. In light of our early stage of development, we currently have recorded revenues from sales of our subscription service to only a small group of customers and will need to significantly expand our number of customers to achieve profitability. Numerous factors may impede our ability to add new customers, including our inability to convert new organizations into paying customers, failure to attract and effectively retain new sales and marketing personnel, failure to retain and motivate our current sales and marketing personnel, failure to develop or expand relationships with channel partners, failure to successfully deploy products for customers and provide quality customer support once deployed, or failure to ensure the effectiveness of our marketing programs. In addition, if prospective customers do not perceive our products to be of sufficiently high value and quality, we will not be able to attract the number and types of new customers that we are seeking.

In addition, our ability to attract new customers depends in large part on our ability to enhance and improve our existing products and to introduce compelling new products that reflect the changing nature of our market. The success of any enhancement to our products depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies and products, and overall market acceptance. If we are unable to successfully develop new products, enhance our existing products to meet customer requirements, or otherwise gain market acceptance, our business, results of operations and financial condition would be harmed.

We may not have enough capital as needed and may be required to raise more capital and the terms of subsequent financings may adversely impact your investment. There is no minimum offering amount and we may not raise sufficient funds in this offering to fund our operations. Even if we do raise the maximum amount in this offering, we anticipate needing access to credit in order to support our working capital requirements as we grow. Although interest rates are low, it is still a difficult environment for obtaining credit on favorable terms. We may also issue debt or equity securities to raise funds, modify our growth plans, or take some other action. Interest on debt securities could increase costs and negatively impact operating results and convertible debt securities could result in diluting your interest in the company. Issuance of preferred stock, in addition to diluting your interests in the company, may be done on terms more advantageous to those investors than to the holders of shares of Non-Voting Common Stock. If we are unable to find additional capital on favorable terms, then it is possible that we will choose to cease our sales activity. In that case, we may not have assets with sufficient value to provide any return on your investment. Even if we are not forced to cease our sales activity, the unavailability of capital could result in our performing below expectations, which could adversely impact the value of your investment.

Our audited financial statements included a statement that there is a substantial doubt about our ability to continue as a going concern. Our audited financial statements as of and for the year ended October 31, 2021 were prepared on the assumption that we would continue as a going concern and did not include any adjustments that might result from the outcome of this uncertainty. As of October 31, 2021, the Company has not achieved profitable operations and has accumulated a deficit of $78,037.

Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. We cannot assure you that we will be able to obtain financing sufficient to meet our liabilities as they come do and our business may not survive.

Our business is highly reliant on key personnel. The company’s success depends largely on the continued services of our executive officers and directors, and in particular our President and Chief Executive Officer Jeffrey Muller. We believe that our future success will also depend in large part on our ability to retain or attract highly qualified management, technical and other personnel. We may not be successful in retaining key personnel or in attracting other highly qualified personnel. If we are unable to retain or attract significant numbers of qualified management and other personnel, we may not be able to grow and expand our business.

Our business may suffer if we fail to develop our brand. Building and maintaining awareness of our company and our products in a cost-effective manner is important to achieving widespread acceptance of our products and is an important element in attracting new customers. Brand recognition will become more important for us as competition in the market increases. Our brand success will depend on the effectiveness of our marketing efforts and on our ability to provide reliable and valuable products to customers at competitive prices. Any brand marketing activities that we undertake may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses we incur in attempting to build our brand. If we fail to successfully develop and market our brand, we may fail to attract new customers, retain existing customers or attract media coverage to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.

We operate in a highly competitive industry and if we are unable to compete effectively, our business may suffer. The industry in which we operate is highly competitive, is evolving and is characterized by technological change. Current or future competitors may have longer operating histories, larger customer bases, greater brand recognition and more extensive commercial relationships than we do. These competitors may also have greater financial, technical, marketing and other resources than us. As a result, our competitors may be able to develop products and services better received by customers or may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, regulations or customer requirements. In addition, larger competitors may be able to leverage a larger installed customer base and distribution network to adopt more aggressive pricing policies and offer more attractive sales terms, which could cause the company to lose potential sales or to sell its solutions at lower prices resulting in reduced margins, any of which could have a material adverse effect on the company’s business, financial condition or results of operations.

Competition may intensify if our competitors enter into business combinations or alliances or raise additional capital, or as established companies in other market segments or geographic markets expand to compete with us directly. We also expect to face additional competition from new entrants. If the company cannot compete against existing and future competitors, its business, results of operations and financial condition could be materially and adversely affected. See “The Company’s Business – Competition” for further discussion of our competitive environment.

We are dependent on our information systems which may be vulnerable to cyber-attacks or other events. Increasingly, companies are subject to a wide variety of attacks on their networks and systems on an ongoing basis. In addition to traditional computer “hackers”, malicious code (such as viruses and worms), employee theft or misuse, and denial-of-service attacks, sophisticated nation-state and nation-state supported actors now engage in cybersecurity attacks (including advanced persistent threat intrusions). Despite efforts to create security barriers to such threats, it is virtually impossible for us to entirely mitigate these risks. The security measures that are integrated into our platform, which are designed to detect unauthorized activity and prevent or minimize security breaches, may not function as expected or may not be sufficient to protect our network or platform against certain attacks. In addition, techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or implement adequate preventative measures to prevent an electronic intrusion into its networks.

If a breach of customer data security were to occur, as a result of third-party action, employee error, malfeasance or others, and the confidentiality, integrity or availability of the customers’ data was disrupted, we could incur significant liability to customers and to individuals or business whose information was being stored by customers, and our products may be perceived as less desirable, which could negatively affect our business and damage our relationships with customers and our reputation. Security breaches impacting our products could result in a risk of loss or unauthorized disclosure of customers’ information, which, in turn, could lead to litigation, governmental audits and investigations, and possible liability.

These breaches, or any perceived breach, of our network, our customers’ networks, or other networks, whether or not any such breach is due to a vulnerability in our products, may also undermine confidence in our products and result in damage to our reputation, negative publicity, loss of customers and sales, increased costs to remedy any problem, and costly litigation. Third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information, or otherwise compromise the security of our internal networks, electronic systems and/or physical facilities in order to gain access to our data or our customers’ data, which could result in significant legal and financial exposure, loss of confidence in the security of our products, interruptions or malfunctions in our operations, and, ultimately, harm to our business prospects. We may be required to expend significant capital and financial resources to protect against such threats or to alleviate problems caused by breaches in security.

Our business is subject to risks from rapid changes in technology. We operate in a competitive industry characterized by rapid technological change and evolving industry standards. Our ability to attract new customers and increase revenue from existing customers will depend largely on our ability to anticipate industry standards and trends, respond to technological advances in our industry, and to continue to enhance existing products or to design and introduce new products on a timely basis to keep pace with technological developments and customers’ increasingly sophisticated needs. The success of any enhancement or new product depends on several factors, including the timely completion and market acceptance of the enhancement or new product. Any new product might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. If any of our competitors implements new technologies before we are able to implement them, those competitors may be able to provide more effective products than us at lower prices. Any delay or failure in the introduction of new or enhanced products could harm our business, results of operations and financial condition.

Our products are expected to embody complex technology that may not meet evolving standards, changes and preferences. Our ability to develop and commercially launch new products depends on a number of factors, including, but not limited to, our ability to design or license, and implement, solutions and services at an acceptable cost and quality, our ability to attract and retain skilled technical employees, the availability of critical components from third parties, and our ability to successfully complete the launch of products in a timely manner. There is no guarantee that we will be able to respond to market demands. If we are unable to effectively respond to technological changes, or fail or delay to launch new products or enhancements in a timely and cost-effective manner, our products and services may become obsolete, and we may be unable to operate our business profitably, or at all.

System failures or delays in network operations may damage our reputation and result in the loss of customers. Our ability to collect and report accurate data may be interrupted by a number of factors, including inability to access the web, failure of our network or software systems, failures of third-party data center hosting facilities or cloud computing platform providers, computer viruses, security breaches or variability in user volume on customer websites. A failure of network or data gathering procedures could impede the processing of data, cause the corruption or loss of data or prevent the timely delivery of products and services.

In the future, we may need to expand our network and systems at a more rapid pace than we have in the past. Our network or systems may not be capable of meeting the demand for increased capacity, or we may incur additional unanticipated expenses to accommodate these capacity demands. In addition, we may lose valuable data, be unable to obtain or provide data on a timely basis or our network may temporarily shut down if we fail to adequately expand or maintain our network capabilities to meet future requirements. Any lapse in our ability to collect or transmit data may decrease the value of our products and prevent us from providing data requested by customers. Any disruption in our network processing or loss of web user data may damage our reputation and result in the loss of customers; and our business and results of operations could be adversely affected.

Security breaches could expose us to a risk of loss of information, litigation and possible liability. Our services involve the storage, analysis and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation and possible liability. While we and our strategic partners have security measures in place, they may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise and result in someone obtaining unauthorized access to our or our strategic partners’ information technology (“IT”) data, our customers’ data or our data, including our or our strategic partners’ intellectual property and other confidential business information.

Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to customers’ data, or our or our strategic partners’ data or IT systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we or our strategic partners may be unable to anticipate these techniques or to implement adequate preventative measures. Because we do not control our customers or third-party technology providers, or the processing of such data by third-party technology providers, we cannot ensure the integrity or security of such transmissions or processing. Malicious third parties may also conduct attacks designed to temporarily deny customers access to our services. Any security breach could result in a loss of confidence in the security of our services, damage our reputation, negatively impact our future sales, disrupt our business and lead to legal liability.

Defects or disruptions in our services may harm our reputation and business. Because our services are complex and incorporate a variety of commercial off-the-shelf hardware and third-party software, our services may have errors or defects that could result in unanticipated downtime for our subscribers and harm to our reputation and business. Cloud services frequently contain undetected errors when first introduced or when new versions or enhancements are released. VSBLTY has from time to time found defects in, and experienced disruptions to, its services, and new defects in or disruptions to services of our strategic partners or us may occur in the future.

Since we rely on VSBLTY’s services for important aspects of our services, any errors, defects, disruptions in these services or other performance problems could hurt our reputation and may damage our customers’ businesses. As a result, customers could elect to not renew our services or delay or withhold payment to us. We could also lose future sales or customers may make warranty or other claims against us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or the expense and risk of litigation.

Data errors may cause us to lose customers, which may have a material effect on our business. Errors in our systems resulting from the large amount of data that we collect, store and manage could cause the information that we collect to be incomplete or to contain inaccuracies that customers regard as significant. The failure or inability of our systems, networks and processes to adequately handle the data in a high quality and consistent manner could result in the loss of customers. In addition, we may be liable to certain of our customers for damages they may incur resulting from these events, such as loss of business, loss of future revenues, breach of contract or loss of goodwill to their business.

Actual or perceived violations of privacy laws or perceived misuse of personal information could have a materially adverse impact on our reputation and business. Our business is subject to a variety of laws and regulations in the United States and other countries relating to user privacy, rights of publicity, data protection, content, protection of minors, and consumer protection. These laws and regulations are constantly evolving and remain subject to significant change. In addition, the application and interpretation of these laws and regulations are often unpredictable and uncertain, particularly in the new and rapidly evolving industry in which we operate. Because our business involves facilitating the storing, processing, and using data, some of which contain personal information, we are subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters.

Alleged violations of any of these laws and regulations could result in investigations, claims, changes to our business practices, increased cost of operations, and declines in user growth, retention, or engagement, any of which could materially adversely affect our business, results of operations, and financial condition. Furthermore, any perception of our services as an invasion of privacy, whether legal or illegal, may subject us to public criticism. Existing and future privacy laws and increasing sensitivity of consumers to unauthorized disclosures and use of personal information may create negative public reaction related to our business. Any resulting reputational harm, potential claims asserted against us or decrease in user response could reduce the demand for our services, increase costs of obtaining data or for public relations and communications, and adversely affect our ability to provide our services to customers, any of which could harm our business.

Unauthorized disclosure or theft of private information could harm our business. Unauthorized disclosure of personally identifiable information in our possession whether through breach of our network by an unauthorized party, employee theft or misuse, or otherwise, could harm our business. If there was an inadvertent disclosure of personally identifiable information that we gather, or, if a third party were to gain unauthorized access to the personally identifiable information we may possess, our operations could be seriously disrupted and we could be subject to claims or litigation arising from damages to affected parties or pursuant to the agreements with customers. In addition, we could incur significant costs in complying with the multitude of provincial, U.S. state, federal and international laws regarding the unauthorized disclosure of personal information. Finally, any perceived or actual unauthorized disclosure of the information we collect could harm our reputation and have an adverse impact on our business.

Our business may face risks when operating in foreign jurisdictions. Our operations may be adversely affected by changes in foreign policies, legislation, or social instability and other factors that are not within our control. Our operations may also be adversely affected by laws and policies of such jurisdictions affecting foreign trade, taxation and investment. If our operations are disrupted, our business may be harmed.

In the event of a dispute arising in connection with operations in a foreign jurisdiction where we conduct business, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of U.S. courts or enforcing U.S. judgments in such other jurisdictions.

If we or our strategic partners are unable to protect our or their intellectual property our business may suffer. Our commercial success depends to a significant degree upon our ability and the ability of our strategic partners to develop new or improved technologies, instruments and products, and to obtain patents, where appropriate, or other intellectual property rights or statutory protection for these technologies and products. Despite devoting resources to the research and development of proprietary technology, we and they may not be able to develop new technology that is patentable or protectable.

Further, issued patents, if any, could be challenged, held invalid or unenforceable, or be circumvented and may not provide us with necessary or sufficient protection or a competitive advantage. Competitors and other third parties may be able to design around our or our strategic partners’ intellectual property or develop similar products and services that are not within the scope of such intellectual property. The inability to secure intellectual property rights may have a materially adverse effect on our business and results of operations. In addition, prosecution and protection of intellectual property rights can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of the United States.

Certain of our directors and officers may face conflicts of interest in their service to our company. Certain of the company’s directors and/or officers may also serve as directors and/or officers of our strategic partners or other companies with which we do business or with which we compete. Consequently there exists the possibility for such directors and officers to be in a position of conflict requiring them to abstain from certain decisions. Although our officers and directors are subject to duties of care and loyalty under Delaware law, our business may suffer if a conflicted officer or director is recused from decision making. In addition, actions taken by the company with respect to transactions or relationships involving such conflicts may be perceived as being unfair to our company, which could harm our reputation, affect the value of our company and potentially subject us to costly and time-consuming litigation.

Risks related to the Securities

Any valuation at this stage is difficult to assess. The valuation for the offering was established by the company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment.

Shares of Non-Voting Common Stock only convert into Voting Common Stock in limited circumstances, which may not occur, and investors should be prepared to hold shares of Non-Voting Common Stock indefinitely. Shares of Non-Voting Common Stock convert automatically and solely upon the closing of an initial public offering of Voting Common Stock or a public listing of our Voting Common Stock. We cannot assure you that either of these events will occur and as a result, investors should expect to hold shares of Non-Voting Common Stock indefinitely.

Investors will be minority holders of Non-Voting Common Stock and voting control is in the hands of a few large stockholders. The shares of Non-Voting Common Stock are non-voting and voting control is in the hands of a few large stockholders. Therefore, investors in this offering will have a limited ability to influence our policies or any other corporate matter, including the election of directors, changes to our company’s governance documents, expanding the employee option pool, and any merger, consolidation, sale of all or substantially all of our assets, or other major action requiring stockholder approval.

This offering involves “rolling closings,” which may mean that earlier investors may not have the benefit of information that later investors have. We may request that Entoro instruct the escrow agent to disburse offering funds to us at any time. At that point, investors whose subscription agreements have been accepted will become our stockholders. In light of our early stage of development, our business is likely to change significantly during the offering period. We will file supplements to our Offering Circular reflecting material changes and investors whose subscriptions have not yet been accepted will have the benefit of that additional information. These investors may withdraw their subscriptions and get their money back. Investors whose subscriptions have already been accepted, however, will already be our stockholders and will have no such right.

Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment. Investors in this offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the shares you buy. See “Plan of Distribution.”

The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

This investment is illiquid. There is no currently established market for reselling these securities. If you decide that you want to resell these securities in the future, you may not be able to find a buyer.

The value of your investment may be diluted if the company issues additional shares or options. The company may authorize and issue additional shares of its common stock or preferred stock, or may adopt an equity plan providing for the issuance of stock or options, in each case with only the vote of the holders of its Voting Common Stock. The issuance of additional options or stock under any stock-based incentive program or otherwise may dilute the value of your holdings.

Our Certificate of Incorporation and our subscription agreement have forum selection provisions that requires disputes be resolved in certain jurisdictions regardless of convenience or cost to you, the investor. Our Certificate of Incorporation provides that the Delaware Court of Chancery is the sole and exclusive forum for any stockholder to bring any derivative action brought on behalf of the company, any action asserting a claim of breach of fiduciary duty, any action asserting a claim against the company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the company’s Certificate of Incorporation or bylaws or any action asserting a claim against the company, its directors, officers or employees governed by the internal affairs doctrine, with limited exceptions such as suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, in order to invest in this offering, investors will agree to resolve disputes arising under the subscription agreement in state or federal courts located in the State of Delaware.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provisions in our subscription agreement and, if applicable, our Certificate of Incorporation would apply to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such provisions in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions in our subscription agreement and, if applicable, our Certificate of Incorporation will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. You will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder.

These forum selection provisions may limit your ability to obtain a favorable judicial forum for disputes with us. Although we believe the provisions benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provisions may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes, may increase investors’ costs of bringing suit and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find either provision inapplicable to, or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement or our Certificate of Incorporation, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement. Investors in this offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to the agreement, including any claims made under the federal securities laws. By signing the agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel. If we opposed a jury trial demand based on the waiver in the subscription agreement, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the agreement, by a federal or state court in the State of Delaware. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

In addition, our Certificate of Incorporation provides that the Delaware Court of Chancery, a non-jury court, is the sole and exclusive forum for stockholder actions, other than actions under the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. If you bring a claim against the company, including claims under the Securities Act, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company, it may be heard only by a judge or justice of the Delaware Chancery Court or the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision of our subscription agreement, or exclusive jurisdiction of the non-jury Delaware Chancery Court, is not permitted by applicable law, an action could proceed with a jury trial. No condition, stipulation or provision of the subscription agreement or our Certificate of Incorporation serves as a waiver by any holder of the company’s securities or by the company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the shares or to the transferor with regard to ownership of the shares, that were in effect immediately prior to the transfer of the shares, including but not limited to the subscription agreement.

DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares.

The following table demonstrates the price that new investors are paying for their shares with the effective cash price paid by existing shareholders. This method gives investors a better picture of what they will pay for their investment compared to the company’s insiders than just including such transactions for the last 12 months, which is what the SEC requires.

The officers, directors and affiliated persons of the company have paid an aggregate average price of $0.0594 per share of Voting Common Stock since May 2021 ($0.0053 since inception) in comparison to the offering price of $1.00 per share of Non-Voting Common Stock.

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in the number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the company has issued (and may issue in the future, and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

PLAN OF DISTRIBUTION

General

The company is offering up to 20,000,000 shares of Non-Voting Common Stock at a price of $1.00 per share on a “best efforts” basis. There is no minimum offering amount. The Non-Voting Common Stock converts into Voting Common Stock of the company automatically upon the occurrence of an initial public offering of our Voting Common Stock or a public listing of our Voting Common Stock. As such, the company is also qualifying up to 20,000,000 shares of Voting Common Stock under the Offering Statement of which this Offering Circular is part.

Broker-Dealer

We have engaged a broker-dealer to promote the sales of our shares. Our broker-dealer is:

Entoro Securities, LLC

333 W. Loop N Freeway, STE 333

Houston, TX 77204

Our shares of Non-Voting Common Stock are being offered and sold by the us through 1) our own online efforts on the RADAR USA website at www.radarusa.com, and 2) through the Entoro Securities, LLC (“Entoro”)-affiliated online listing platform “OfferBoard” at www.entoro.com. OfferBoard is owned by OfferBoard, LLC, a subsidiary of Entoro’s parent company, Entoro LLC.

Entoro will charge us a commission of 1% of the gross offering proceeds, or, in instances where Entoro has facilitated the sale of securities, 6% of the gross proceeds from such securities. For example, if the company directly solicits an investment from an investor, and Entoro played no role in facilitating this investors’ investment, Entoro will still earn a 1% commission on such investment. Entoro will also charge us a $10,000 advisory/consulting fee, which is payable within 5 days of the qualification of the Offering Statement of which this Offering Circular is a part. In addition, we have advanced $10,000 to Entoro towards expenses, such as due diligence expenses, technology platform setup costs, and other support necessary prior to qualification of this offering. This advance is refundable to the extent not used. More broadly and inclusive of the $10,000 advance, we have agreed to reimburse Entoro for all out-of-pocket expenses incurred in connection this engagement, including reasonable travel and amounts paid to outside professionals or experts retained in connection with Entoro’s performance under the engagement, up to a maximum of $40,000, with $10,000 being the maximum allocated for reimbursement for use of outside counsel, which Entoro may engage to assist in connection with its services in this offering. Also included under expenses, we have reimbursed Entoro its filing fee of $3,500 paid to FINRA for a review of Entoro’s compensation for its services in connection with this offering.

While Entoro’s agreement references charges for background checks of management and significant stakeholders, we obtained such background checks through other channels acceptable to Entoro, so there will be no associated charges involving Entoro or its service providers in this offering.

OfferBoard will also perform certain administrative and compliance related services in connection with all shares of Non-Voting Common Stock sold in this offering, both on the RADAR USA platform and on OfferBoard, such as:

Entoro is a member of the Financial Industry Regulatory Authority (FINRA). FINRA is not a government agency. Rather, it is an independent regulatory body. FINRA has established rules that govern their member brokers and dealers engaged in the sales and promotion of securities.  For more information, please see FINRA’s website at finra.org.

Entoro is also a member of Securities Investor Protection Corporation (SIPC). SIPC is an insurance mechanism that protects investors in the event that a broker-dealer, such as Entoro, fails. In such an event, investors may regain control over cash and securities that were being held by the broker-dealer at the time of failure. This will likely not provide you any protection because Entoro is not authorized to receive cash from investors and has not been authorized to hold our securities. For detailed information on the scope of Entoro’s role in the sale and promotion of our shares, please see the Placement Agent Agreement filed as an exhibit to the Offering Statement of which this Offering Circular is a part.

The Placement Agent Agreement specifies that, if the offering is successfully consummated, Entoro has a right of first refusal for six (6) months to act as placement agent or joint placement agent on at least equal economic terms on any future public or private equity financing. Entoro Securities, LLC will be compensated on a basis to be mutually agreed upon with the Company on any future transaction and no additional fees are owed to the broker-dealer in the current offering.

The total minimum compensation Entoro would be entitled to if the company issued the maximum number of securities under a $20,000,000 raise would be $220,000, consisting of $200,000 in 1% commission, a $10,000 expense advance and $10,000 in advisory and consulting fees. The total maximum compensation Entoro would be entitled to if the company issued the maximum number of securities under a $20,000,000 raise, all sales were facilitated by Entoro and the maximum amount of expenses were incurred in connection with the offering, would be $1,250,000, consisting of $1,200,000 in commission, maximum expenses of $40,000, and $10,000 in advisory and consulting fees.

Entoro has been authorized to promote the sales of our Non-Voting Common Stock through direct solicitation and marketing campaigns and subsequently directing prospective investors to the RADAR USA platform or to OfferBoard.

Subscription Procedure

After the Offering Statement has been qualified by the SEC, we will accept tenders of funds to purchase the Non-Voting Common Stock. The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date).

Investors may subscribe by tendering funds by wire, credit or debit card, ACH transfer or check to the escrow account to be set-up by the Escrow Agent. Tendered funds will remain in escrow until a closing has occurred. The company estimates that processing fees for credit card subscriptions will be approximately 3.5% of total funds invested per transaction, although credit card processing fees may fluctuate. The company intends to pay these fees and will reimburse the Escrow Agent for transaction fees and return fees that it incurs for returns and chargebacks. The company estimates that approximately 70% of the gross proceeds raised in this offering will be paid via credit card. This assumption was used in estimating the payment processing fees included in the total offering expenses set forth in “Use of Proceeds.” Upon closing, funds tendered by investors will be made available to the company.

The minimum investment in this offering is $1,000, or 1,000 shares of Non-Voting Common Stock, subject to waiver by us in our sole discretion.

In order to invest, you will be required to subscribe to the offering via the RADAR USA platform or OfferBoard, and will agree to the terms of the offering, the Subscription Agreement and any other relevant exhibits attached thereto.  Investors will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of his or her annual income or 10% of his or her net worth (excluding the investor’s principal residence).

The company has entered into an Escrow Agreement with Equiniti Trust Company (the “Escrow Agent”) and Entoro. Investor funds will be held by the Escrow Agent pending closing or termination of the offering. All subscribers will be instructed by the company or its agents to transfer funds by wire, credit or debit card, ACH transfer or check directly to the escrow account established for this offering. The company may terminate the offering at any time for any reason at its sole discretion. Investors should understand that acceptance of their funds into escrow does not necessarily result in their receiving shares; escrowed funds may be returned. 

EQ is not participating as an underwriter or placement agent or sales agent of this offering and will not solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor, and no communication through any medium, including any website, should be construed as such, or distribute this Offering Circular or other offering materials to investors. The use of EQ’s technology should not be interpreted and is not intended as an endorsement or recommendation by it of the company or this offering. All inquiries regarding this offering or escrow should be made directly to the company.

For its services, Escrow Agent will receive fees of approximately $600,000, assuming the maximum amount of $20 million is raised in this offering.

Transfer Agent

Equiniti Trust Company will serve as transfer agent to maintain stockholder information on a book-entry basis. We will not issue shares in physical or paper form. Instead, our shares will be recorded and maintained on our stockholder register.

Forum Selection Provision

The subscription agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the company based on the subscription agreement to be brought in a state or federal court of competent jurisdiction in the State of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. Although we believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims.

As a company with a small management team, this provision allows its officers to not lose a significant amount of time traveling to any particular forum so they may continue to focus on operations of the company. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder.

Jury Trial Waiver

The subscription agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the agreement, including any claim under federal securities laws. By signing the subscription agreement an investor will warrant that the investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s legal counsel. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. In addition, by agreeing to the provision, subscribers will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder.

USE OF PROCEEDS

The net proceeds of a fully subscribed offering to the issuer will be approximately $16,080,000, after deducting the estimated offering expenses of approximately $3,920,000.

The following table sets forth the company’s planned use of the net proceeds under various funding scenarios:

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Plan of Operations” for a more detailed discussion of our proposed use of proceeds.

Because the offering is a “best efforts” offering, we may close the offering without sufficient funds for all the intended purposes set out above, or even to cover the costs of this offering.

The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering.

We reserve the right to change the above use of proceeds if management believes it is in the best interests of the company.

THE COMPANY’S BUSINESS

Overview

Our company, founded in November 2020, is an AI-powered integrated community security provider. Our security platform was born out of integrating technology from our strategic partners, RADAR App and VSBLTY, with RADAR App licensing to us the front-end user facing aspects of our platform and VSBLTY licensing to us the AI and algorithms that provide the robust functionality of our platform.

Our integrated security platform includes smart cameras, an easy-to-use app for citizen SOS, geolocation and direct interaction with police and cloud-based data storage and analytics for law enforcement. We provide a collaborative security solution where communities have digital surveillance and can contact the police, private security and neighbors in case of any incident or private security breach. With this community-based networked approach to security, we believe our platform is the world’s first socially-connected security platform.

Our integrated security platform uses artificial intelligence (AI), machine learning and compute vision software that can identify and capture traffic in communities and process other analytics in real-time to report real insights and create awareness performance indicators. Prior to our formation, our strategic partners RADAR App and VSBLTY installed their combined software in over 10,000 security cameras in Mexico. We have also recently entered into contracts with several customers.

Our product platform integrates existing security and surveillance infrastructure with AI, analytic and storage capabilities and community connectivity among our users, local security and law enforcement to deliver an integrated and collaborative security solution accessible through our App on a mobile device or networked computer. We integrate data from users’ connected security cameras, thermal cameras, home alarm systems and security lighting and recording devices. Layered on that data is a suite of AI and analytics functionality, including facial recognition, license plate recognition, image analysis, noise analysis (shot detection) correlations and analysis of behavior and weapon detection. The third element of our platform connects users to law enforcement, including SOS alerts, geolocation data and direct communication with law enforcement, enhancing law enforcement efforts through sharing of data and the application of AI and analytics.

We have taken a flexible approach to customer acquisition, providing either our software solution that integrates into customers exiting security hardware, our software together with commercial, off-the-shelf, cameras and other security infrastructure or a combination of the two. Because we are able to leverage and connect existing security infrastructure with the security cameras we provide, we believe that we can provide our collaborative security solution at a fraction of the cost that it would take other providers.

Our Software

Our security platform was born out of integrating technology from our strategic partners, RADAR App and VSBLTY, with RADAR App licensing to us the front-end user facing aspects of our platform and VSBLTY licensing to us the AI and algorithms that provide the robust functionality of our platform. These license agreements provide us with exclusive licenses within the USA and Canada within the market vertical of private homeowners, neighborhood and homeowners’ associations, municipal and unincorporated local government. Intel and Movidius have provided the processors that enable edge cloud processing, optimizing our AI and computer vision functionality.

Edge processing enables us to bring the algorithm and data processing functions closer to the sources of data, i.e. customers, and to have all data stored locally at the customers level. In this way, our customers have control over their own data and the extent to which it is shared within the networked security community.

Our platform incorporates the following software functionality:

RADAR APP: connects citizens, police, and public institutions in a virtual community powered by artificial intelligence, allowing content sharing and better accessibility to city services.

RADAR GUARD (CONNECT): provides, through a connected mobile device, real-time geolocation services to any policeman or unit, digital and historical reports of patrol, route optimization, exact visualization of the location of other patrols, live visualization of nearby cameras during the patrol, citizen’s alert notifications, proximity and a direct connection via chat.

RADAR SYNC: provides a virtual monitoring tool connecting a police monitoring station. Every video frame is processed with A.I. algorithms to optimize any data or requirement to the RADAR ecosystem and have complete visibility and control.

Our Products

We have four product platforms:

RADAR HOME: Connects families to the RADAR digital ecosystem, allowing each home to have the digital capability to alert private local security, other neighbors or even the police, to take and share video, and data with other RADAR HOME users, and to share still pictures or security related videos with law enforcement and others in their community. We also offer a RADAR HOME PRO version of our solutions which utilizes edge processing capabilities for more complex algorithms. We believe our RADAR HOME platform, using local edge computing, gives each household user the best AI capability using computer vision for an intelligent home security solution, protecting not only individual families but also entire communities.

RADAR CITY: Connects streets in cities using Wi-Fi 6 or 5G technologies. Using smart edge infrastructure and public Wi-Fi, RADAR CITY provides law enforcement monitoring capabilities, AI analytics (including weapons detections, traffic analysis, dwell time for parking and LPR (License Plate Recognition), and AI storage and microphones to allow full digitalization and connectivity to the RADAR ecosystem. We also offer RADAR City+ and RADAR CITY PRO versions of our solutions which provide additional processing power for more demanding algorithms and analytics capabilities.

RADAR MOBILE: Provides a security solution for remote areas with or without electricity (Solar panel option) and situations requiring movement (patrols, buses), and connects any smart camera with AI and analytics through 5G, 4G, 3G, LTE.

RADAR LEGACY: Provides a security solution for big data centers or monitor centers to transform any existing surveillance infrastructure with hundreds or thousands of smart cameras into a single Internet of Things (IoT) platform, interconnecting users and other technologies without reinvesting in new cameras or infrastructure and providing an advanced computer vision system with AI, intelligent alarms and operational digital controls.

With each of our product platforms, we provide security cameras for a fixed price and sold to customers? Leases as part of the subscription payments - hardware and software are provided together as a software as a service subscription agreement. We source from various onshore suppliers.

Platform Performance in Mexico

Beginning in 2018, our strategic partners, RADAR App and VSBLTY, joined forces to install different versions of the RADAR App/VSBLTY software in a total of 10,084 security cameras within Mexico, including 8,284 active cameras in five municipalities of Mexico City, as detailed below. Each of these installations enable the user to connect directly to local law enforcement and there are approximately 200 to 500 chats each day between users and local law enforcement.

We view the Benito Juarez installation as the best indication of our platform’s use case and potential. In Benito Juarez, from 2019 to 2022, RADAR App/VSBLTY software was installed on 3,700 cameras containing the full suite of services available on our platform, RADAR APP, RADAR GUARD (Connect) and RADAR SYNC. In addition, the downloadable App was made available to the entire population of Benito Juarez, reflecting a true community-based approach to security.

The installation of the RADAR App/VSBLTY security solution in Benito Juarez was a significant part of the BLINDARBJ (or ShieldBJ) program, a comprehensive program established by Mayor Santiago Taboada, the Mayor of Benito Juarez, and the Directorate of Citizen Security and Crime Prevention to combat crime at its root. Lic. Mario Enrique Sanchez Flores, the Executive of the Coordination of Governance office of the Benito Juarez municipality, noted a direct impact  on more than 200 incidents of high-impact crimes since 2019, generating a constant reduction in criminal events. He credits the ShieldBJ program, and the effectiveness of the RADAR App/VSBLTY security solution, in assisting the Benito Juarez municipality to achieve a 45.88% reduction in incidences of high-impact crimes, and an increase in the community perception of security from 51% to 72%, positioning the Benito Juarez municipality of Mexico City as second highest in perception of security at the national level and the highest within Mexico City for more than a year. You can see the RADAR App/VSBLTY technology in action in segment 1.01 to 1.14 of this video, as Mayor Santiago Taboada discusses the use of intelligence and innovative technology in the ShieldBJ program.

Strategy

We intend to concentrate on key reference wins in each of our relevant market categories by working directly with the developing ecosystem of value-added partners and system integrators. We believe that we enjoy a strategic advantage in our ability to leverage key technology pillars to create a turn key solution for various end users. We intend to market our platform as providing a high value offering that starts with basic passive surveillance systems but has high value proactive capability when artificial intelligence systems are utilized to monitor video streams without human intervention and, by extension, relieving or augmenting human monitoring resources. We believe a strong differentiating feature of our platform is its ability to provide a mechanism to augment human resources by utilizing artificial intelligence to monitor video streams in real time. As a result, we believe our technologies platform will be highly attractive to many different end-users, such as schools, hospitals, municipal governments, gated communities, and home owners associations.

The company also intends to develop a regional network of solution providers that would provide installation and monitoring on a local basis. In addition,  the company intends to enhance its relationships with large international system integrators to provide domestic installation capability at scale. The company envisages both the need to support regional monitoring and surveillance capability (supplied and delivered by partners) as well as national coverage for large enterprise or government contracts that require a higher level of response and quality management.

We also intend to provide turnkey solutions in every geographical and vertical market we serve. This would include camera technology, server technology as well as a range of sensors meant to provide the ability to proactively monitor and predict threat conditions as well as other environmental metrics that have historically required high levels of personnel to deliver reliably.

Market

Our total addressable market consists of individual homeowners, integrating individual security systems with law enforcement, as well as commercial users to provide security solutions covering single locations or multiple locations (including wireless connectivity for remote locations like solar fields or mining operations) and government and quasi-government users, such as schools, hospitals and parks. According to Research and Market’s February 2022 Global Home Security Systems Market Report 2021-2026, the global market for home security systems alone is projected to reach $68.2 billion by 2026, growing at a compound annual growth rate of CAGR of 5.4% over the period. The growth in demand for home security systems is creating demand for highly sophisticated security solutions like access control systems, IP-based video surveillance, digital CCTVs and remote-monitoring solutions. Demand is also driven by the low penetration rate of home security systems in the US, which is estimated at around only 17% of the total US homes. This factor, coupled with the $2500 average value loss per burglary, presents increased opportunities for home security systems. 

Furthermore, some of the major trends in the security industry, according to the Security Industry Association’s 2022 Security Megatrends report, are:

We believe that, with our integrated and socially-connected platform, SaaS model and use of edge computing (data stored at the “edge” of the cloud, i.e. with the user), we are well positioned to capitalize on these trends.

Competition

The industry in which we operate is highly competitive, is evolving and is characterized by technological change. We compete against other consumer security providers, such as ADT, Amazon (Blink and Ring), Google (Nest), Swann, Night Owl, Wyze, Foxconn Corporation (Belkin), Samsung, D-Link, and Canary. We also compete against commercial cloud-based security providers such as Brivio, Avigilon and Eagle Eye Networks. Other competitors include more traditional approaches to security, such as providers of robotic security monitors and well as local providers of security personnel. 

We believe that we, along with our strategic partners, set ourselves apart from our competitors because we are able to adapt to and integrate existing security systems and seamlessly connect and share security data among users and law enforcement to create a community-based approach to security. We also believe our use of edge computing results in superior analytic function and output. However, we expect that the trend towards wireless, interconnected security solutions will continue to evolve rapidly and competition, including pricing competition, will intensify. Many of our competitors have longer operating histories, larger customer bases, greater brand recognition and more extensive commercial relationships than we do. These competitors also have greater financial, technical, marketing and other resources than us. As a result, our competitors may be able to develop products and services better received by customers or may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, regulations or customer requirements. In addition, larger competitors may be able to leverage a larger installed customer base and distribution network to adopt more aggressive pricing policies and offer more attractive sales terms, which could cause the company to lose potential sales or to sell its solutions at lower prices resulting in reduced margins, any of which could have a material adverse effect on the company’s business, financial condition or results of operations.

Competition may also intensify if our competitors enter into business combinations or alliances or raise additional capital, or as established companies in other market segments or geographic markets expand to compete with us directly. We also expect to face additional competition from new entrants.

Regulation

Our business is subject to a variety of laws and regulations in the United States and other countries relating to user privacy, rights of publicity, data protection, content, protection of minors, and consumer protection. Because of our use of edge computing, data is stored and controlled by our customers and we do not store personal information. Some aspects of our platform, such as facial recognition, are restricted in some jurisdictions, which would require us to disable this function for sales in such jurisdictions.

These laws and regulations are constantly evolving and remain subject to significant change. In addition, the application and interpretation of these laws and regulations are often unpredictable and uncertain, particularly in the new and rapidly evolving industry in which we operate. Because our business involves facilitating the storing, processing, and using of data, some of which contain personal information, we are subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters.

Intellectual Property

We entered into a license agreement, dated June 21, 2021, with RADAR App (the “RADAR App License Agreement”) under which RADAR App has provided us with a perpetual, non-transferable, non-sublicensable, limited license to its software and related documentation. The license is for a term of 48 months for a total value of $2,000,000 on a deferred payment basis. Under the terms of the license agreement, our obligation to pay the licensee fees is postponed until such time as either we have successfully raised a minimum of $15,000,000 in capital or we have provided services or sublicenses to at least 16,666 end-user cameras in one month. The license provided under the RADAR App License Agreement is exclusive within the USA and Canada within the market vertical of private homeowners, neighborhood and homeowners’ associations, municipal and unincorporated local government, which can be expanded to include other market verticals and other possible customers upon the mutual consent and written agreement of the parties. The RADAR App License Agreement automatically renews for successive 12-month terms unless we notify RADAR App that we will not renew. RADAR App does not have a right to decline to renew the RADAR App License Agreement. Either party may terminate the RADAR App License Agreement for material breach by, and other bankruptcy events of, the other party.

We entered into a license agreement, dated June 21, 2021, with VSBLTY (the “VSBLTY License Agreement”) under which VSBLTY has provided us with a perpetual, non-transferable, non-sublicensable, limited license to its software and related documentation. The license is for a term of 48 months for a total value of $2,000,000 on a deferred payment basis. Under the terms of the license agreement, our obligation to pay the licensee fees is postponed until such time as either we have successfully raised a minimum of $15,000,000 in capital or we have provided services or sublicenses to at least 16,666 end-user cameras in one month. The license provided under the VSBLTY License Agreement is exclusive within the USA and Canada within the market vertical of private homeowners, neighborhood and homeowners’ associations, municipal and unincorporated local government, which can be expanded to include other market verticals and other possible customers upon the mutual consent and written agreement of the parties. The VSBLTY License Agreement automatically renews for successive 12-month terms unless we notify VSBLTY that we will not renew. RADAR App does not have a right to decline to renew the VSBLTY License Agreement. Either party may terminate the VSBLTY License Agreement for material breach by, and other bankruptcy events of, the other party.

The RADAR App License Agreement and the VSBLTY License Agreement are attached as exhibits to the Offering Statement of which this Offering Circular forms a part.

Employees

In light of our early stage of development, we have 4 part-time employees (including our President and Chief Executive Officer and our Chief Financial Officer who is serving under a consulting arrangement). We also obtain significant strategic advise and assistance pursuant to our consulting agreements with VSBLTY and Sequoia Partners, discussed under “Interest of Management and Others in Certain Transactions.”

THE COMPANY’S PROPERTY

We have entered into a co-tenancy agreement with VSBLTY (the “Co-Tenancy Agreement”) under which they jointly lease office spaces at 448 W Market Street, Suite 203, San Diego, California, 92101, each paying monthly rent of $4,347 under a 3 year lease. This Co-Tenancy Agreement is attached as an exhibit to the Offering Statement of which this Offering Circular forms a part.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Unless otherwise indicated, the latest results discussed below are as of October 31, 2021.

Overview

The company, incorporated in the State of Delaware on November 6, 2020, is an AI-powered integrated community security provider whose integrated solution package includes smart cameras; an easy-to-use app for citizen SOS, geolocation and direct interaction with police; and cloud-based data storage and analytics for law enforcement.

Our financial statements have been prepared assuming we will continue as a going concern. As of October 31, 2021, we have not achieved profitable operations and have accumulated a deficit of $78,037. Continuation as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and liabilities arising from normal business operations when they come due and ultimately upon our ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

Results of Operations

For the period from November 6, 2020 (Inception) to October 31, 2021

We did not record any revenue prior to October 31, 2021 and the above expenses relate primarily to our formation of and fundraising for our company.

Subsequent to October 31, 2021, we entered into 3 customer contracts for commercial clients. Going forward, we expect to generate revenue generally through subscriptions to our software plus capex-based payments for any security infrastructure that we provide a customer.

Liquidity and Capital Resources

As of October 31, 2021, we had approximately $1.8 million of cash on hand as a result of our issuance of common stock under Regulation D of the Securities Act. See Note 4. To our financial statement.

Our current cash utilization rate is approximately $70,000 per month. We estimate that if we raise the maximum amount sought in this offering, we would fund our working capital needs and anticipated capital expenditures for three years without raising additional capital. If we are unable to raise sufficient funds in this offering, we intend to obtain additional funding by borrowing funds from our directors and officers and/or issuing debt or equity securities.

Plan of Operations

If we raise the maximum offering amount, we expect to deploy these funds in the following areas:

Salaries and Wages

We intend to ramp up senior level staffing to support our operations, sales, finance functions, hiring junior level staff, as well as provide compensation to our CEO commensurate with his role and responsibilities. We expect to spend approximately $2.985 million on these staff increases.   

General and Administrative

In conjunction with our increase in staffing levels, we expect to use approximately $2.755 million on general and administrative expenses. This would include supplies, subscriptions, IT costs, utilities, legal and other similar expenses.

Sales and Marketing

The company will initially invest in reference and design wins in the key markets we intend to serve. To do so, we expect to spend close to $380,000 on advertising and marketing and approximately $285,000 on related business expenses.  This will consume initial capital to ensure that the first deployments, meant to serve as a testimonial, function and are deployed flawlessly.

In addition to this activity the company will embark upon a channel and integrator recruitment exercise. We will identify the primary markets and secure technical representation from organizations that can conduct field installation and, if possible, regional monitoring and customer service. To do so, we expect to spend around $1.0 million on license costs and associated implementation costs.

The company will also develop education course materials to ensure that regional partners have a baseline technical competency and accreditation. To do so, we expect to spend nearly $254,000 on content creation and roughly $81,000 on applicable business development outlays.

In summary, these Sales and Marketing costs will amount to approximately $2.0 million.

Capital Expenditures

The company will allocate capital funds to the intelligent and cost effective build out and staffing of two security operations centers meant to provide the capacity to not only back up regional centers but to provide the capacity to deliver municipal and federal government contracts with high quality and educated professional support. We expect to spend approximately $2.5 million to secure and build out the two facilities and to hire and train staff at these locations, which we may do directly or through licensing and service contracts.

Research and Development

To increase and improve our services and products, the company plans to invest $840,000 in research and development. This will ensure that the company stays competitive in the market as well as potentially expand our product/services line.

Licensing

The Company will utilize approximately $4.0 million on licensing fees for the use of the Radar App ($2.0 million) and VSBLTY software ($2.0 million) respectively. The Company will utilize this various software for R&D purposes, and to support the increase in users courtesy of the ramp up in staffing. This will ensure the normal everyday work is not impacted by the increase in users as well as propel the company forward into looking into more efficient means of operating.

If the Company raises less than the maximum offering amount it would proportionally reduce its spending in each of these categories. Please see “Use of Proceeds” for our estimated allocation of the proceeds of this offering at 25%, 50% and 75% of the maximum offering amount.

Trend Information

To date, we have experienced only minor disruptions to the Company’s day-to-day operations associated with delayed services resulting from various COVID-19 restrictions and shortage of manpower experienced by some of the Company’s service providers. The COVID-19 pandemic may result in increased restrictions, increased supply and manpower shortages or broader negative economic impacts affecting demand for our products and services, which are currently unknown. In light of our early stage of operation, the impact of the COVID-19 pandemic and its affect on our operations is currently unknown but could be significant.

Relaxed Ongoing Reporting Requirements

If we become a public reporting company in the future, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies”, including but not limited to:

If we become a public reporting company in the future, we expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an “emerging growth company” for up to five years, although if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of any April 30 before that time, we would cease to be an “emerging growth company” as of the following October 31.

If we do not become a public reporting company under the Exchange Act for any reason, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of our fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of our fiscal year.

In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies”, and our shareholders could receive less information than they might expect to receive from more mature public companies.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The company’s executive officers and directors are listed below:

Jeffrey S. Muller

For the past five years, Jeff Muller has served as the Chief Executive Officer of Muller Group International (“MGI”) which is a global security company that specializes in providing enhanced security through integrated technology. MGI utilizes its cadre of globally recognized subject matter experts who assess a client’s vulnerabilities and design a customized solution involving services and technology products. MGI has provided services to many Fortune 100 companies to include Microsoft, Amazon and Google.

Mr. Muller is a seasoned professional with a unique blend of over 30 years of military leadership (Navy), federal law enforcement operations (FBI), national security, counterterrorism and weapons of mass destruction program development and implementation (White House), and major criminal/national security threat response operations and investigative experience. He also has broad international experience with major foreign military forces, police services, national security agencies and intelligence organizations.

Mr. Muller served twenty one years as a Supervisory Special Agent of the United States of America’s Federal Bureau of Investigation (“FBI”) where he was a Co-Founder of the FBI’s Weapons of Mass Destruction Directorate and developer and founder of INTERPOL’s Chemical, Biological, Radiological, Nuclear and Explosives (“CBRNE”) Directorate. Mr. Muller was the manager of all national countermeasures and prevention activities for the Federal Bureau of Investigation, Weapons of Mass Destruction Directorate. He directed six CBRNE units comprised of senior managers and over seventy Special Agents, Intelligence Analysts, subject matter experts and professional support employees in support of Counterterrorism, Counterintelligence, Counterproliferation and Counter-criminal CBRNE operations.

As a special agent and executive with the FBI, Mr. Muller has been directly involved in the Critical Infrastructure Protection (“CIP”) arena, where he conducted threat vulnerability assessments and developed countermeasures and prevention programs for all 18 sectors of the United States Critical Infrastructure industry. He has also directed experts from 190 INTERPOL member countries to accomplish all activities related to CBRNE and CIP. He has chaired the United Nations (UN) Working Group on CIP including Internet, Vulnerable Targets and Tourism Security, which is comprised of representatives from 34 UN agencies and he has represented INTERPOL at the Secretary of State/Foreign Minister level at the 2014 Hague Nuclear Security Summit.

Mr. Muller is also the originator of the Global Alliance to Combat Improvised Explosive Device Leaders Forum which included representatives from 84 countries and is a subject matter expert for numerous non-government agencies, international organizations and commissions.

Simon Selkrig

Simon Selkrig is CPA Canada and CPA Australia chartered accountant, who has an accounting degree from RMIT University in Australia, and an MBA in finance and international business from Bond University in Australia. Mr. Selkrig has been the President of Strategize Financial Modeling Inc., a boutique financial modelling and advisory firm, since 2017. From 2016 to 2017, Mr. Selkrig served as Vice President, Consulting & Deals – Business Modelling at Pricewaterhouse Coopers and, from 2011 to 2016, was employed as a Director of Strategize Financial Modeling Inc. Mr. Selkrig’s experience covers both public and private corporations, multinational as well as entrepreneurial companies.

Mr. Selkrig brings to RADAR a strong focus on leveraging the power and efficiency of technology in business, whether it is cloud-based financial reporting, automation of manual processes or improved data analytics to drive better strategic and scenario planning. Mr. Selkrig is also a board member for a Toronto-based religious charity that distributes $15m to charities across the greater Toronto area.

Jay Hutton

Jay Hutton co-founded VSBLTY Groupe Technologies Corp. in 2018 and has served as its CEO and President since that time. He has also served as a director of VSBLTY Groupe Technologies Corp. since 2018. Mr. Hutton is a veteran technology executive serving in various operational and strategy roles in telecom and software over a 25 year career in both private and public companies. Since 2008, he has also been a partner at Arrowstone Ventures Ltd., a private equity firm that specializes in consolidating, restructuring and capitalizing new or distressed corporations, particularly in the micro cap or small cap domain. From 2001 to 2017, Mr. Hutton was VP of Business Development and Sales for Applied Voice and Speech Technologies, in charge of launching a new cloud division and creating revenue from an acquired technology. Mr. Hutton served in the CFO capacity for  Voice Mobility International Inc. (NEX: VMYH) from 2011 to 2021. Mr. Hutton has also served as CEO of Voice Mobility International Inc. from 2004 to 2009, and then again from 2011 to present.

James Beesley

Mr. Beesley is a founding partner of Sequoia Partners, a Canadian based boutique merchant banking and capital markets advisory firm founded in 2010. He has several years of experience in senior corporate communications and investor relations roles (2006 – 2010) and has established strong relationships with both retail and institutional investors. Prior to entering the capital markets, Mr. Beesley was an associate partner in a multi-disciplinary healthcare practice in the United Kingdom (2000 – 2005). He holds a Bachelor of Science from the University of British Columbia and a Doctorate of Chiropractic from Western States Chiropractic College.

Rodrigo Calderon

Rodrigo Calderon is a passionate entrepreneur focused on the tech IOT industry. He is co-founder and former CEO of Energetika Tech, an Energy IoT Management company with more than 10 years in the market, ranked Top 3 in Mexico. He is also co-founder of RADAR APP. In addition, Mr. Calderon co-founded R2 Call Center, a service center with more than +800 employees.

Mr. Calderon is a founding member of Winkel Media, which is a leading visual retail and digital signage software company in Mexico. His network and experience covers the service, IOT & Security industries, which makes him a very valuable asset for the JV.

Career highlights

Rodrigo has a Bachelor of Science in Industrial and Systems Engineering from the Tecnologico de Monterrey.

Alejandro Chico Garcia

Alejandro Chico Garcia has been the Chief Commercial Officer for RADAR App for the past 3 years. Prior to that he served as CTO and Sales VP for Energetika Technologies, which he founded in 2010. Energetika Technologies is a company focused on IOT applications for energy savings, and Mr. Garcia was responsible for positioning the company as a leader in energy efficiency technology solutions in cities all around Mexico. Mr. Garcia has more than 11 years experience in installation of LED Lights and city management tools for smart cities and IoT solutions, deploying more than 300 projects throughout Mexico. His expertise in IaaS and SaaS has led to the creation of RADAR App. Mr. Garcia is a highly technologically creative and commercial executive who merges engineering, cost efficiency, financial models and market trends to develop cutting-edge solutions for global cities and organizations. He specializes in making connective technology accessible and inclusive for populations worldwide while delivering profitable and highly scalable business models. Alejandro received a bachelor’s degree in finance from the Tecnologico de Monterrey.

Ali Hakimzadeh

Ali Hakimzadeh has been a Managing Partner at Sequoia Partners since 2011.  Mr. Hakimzadeh has over 25 years of experience in the corporate financial services industry, collaborating and leading multiple transactions across North America. His areas of expertise include merchant banking, investment banking, corporate finance and public venture capital. From 2000 to 2011, Mr. Hakimzadeh served as Director of Investment Banking at Canaccord Genuity.  He has also served since 2015 as chairman of the board of directors of HealthSpace Data Systems, Ltd., a government Software as a Service (SaaS) company focused on providing efficiencies to state and local government agencies through its enterprise cloud and mobile platform. 

He holds a B.Sc. from the University of British Columbia. He also holds an MBA and M.Aq. from Simon Fraser University as well as a Chartered Financial Analyst (CFA) designation.

Thomas D. Hays, III

Thomas D. Hays, III brings a wealth of financial and operational experience to Radar. Currently Mr. Hays is an active investor and also serves on the Board and Chairs the Audit and Compensation Committees of VSBLTY Groupe Technologies Corp. (VSBY.CN) on the Advisory Board of Egis Capital Partners, a private equity fund investing in the security and protection industry. He was the recipient of the Refinancing Deal of the Year award from M&A Advisor.

In 1993, Mr. Hays founded NHB Advisors, a turn around consulting firm, which was sold to Galvin/Solmonese LLC in 2012. Mr. Hays was appointed and remains a Managing Director Emeritus in the Bankruptcy & Fiduciary Services division of the firm. During his time with NHB, he provided leadership as interim CEO, chairman or advisor to the board of directors of a wide variety of companies, both private and public.

Previously he served as Chairman of the Board of the Red Cross of Eastern Pennsylvania, where he remains on the Board. Mr. Hays has also been an active and enthusiastic member of the Men’s Garden Club team that has enjoyed years of great success competing at the world renowned Philadelphia Flower Show. Mr. Hays serves as a strategic collaborator and a trusted advisor to VSBLTY’s executive management team.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended October 31, 2021, we did not pay any salaries or other compensation to our directors or officers.

We entered into an employment agreement with Mr. Muller, effective as of November 1, 2021, reflecting his appointment as Chief Executive Officer as of May 4, 2021 and providing for his “at will” employment and for compensation in the amount of $5,000 per month beginning November 1, 2021. The agreement also includes customary non-disclosure, non-solicitation and non-interference provisions.

We entered into a Fractional CFO Engagement Letter, effective October 29, 2021, with Strategize Financial Modelling Inc. under which Simon Selkrig serves as our Chief Financial Officer for a monthly fee payable to Strategize of $4,500 based on two business days per week. We have the option to pay this fee in cash or in a combination of cash and stock options. Our first payment under this agreement occurred in November 2021.

Mr. Muller’s employment agreement and the Fractional CFO Engagement Letter are each attached as exhibits to the Offering Statement of which this Offering Circular forms a part. We do not currently compensate our directors for their service as members of our Board of Directors.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays, as of December 31, 2021 and after giving effect to our ___________, 2022, 1683.72845:1 forward stock split, the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of our capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of our capital stock

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Consulting Agreement with VSBLTY

We have entered into a Consulting Agreement, dated November 30, 2021, with VSBLTY Inc. under which it provides us with consulting services on a project basis, initially including related to the following items:

We pay VSBLTY a monthly fee of $10,000 plus reimbursement of out of pocket expenses. The agreement has a term of 2 years unless earlier terminated by either party. This Consulting Agreement is attached as an exhibit to the Offering Statement of which this Offering Circular forms a part.

Consulting Services Agreement with Sequoia Partners

We have entered into a Consulting Services Agreement, dated October 31, 2021, with Sequoia Partners Inc. under which it has agreed to provide us advisory services from time to time as required by our management, including:

We pay Sequoia Partners a monthly fee of $5,000 plus reimbursement of out of pocket expenses. The agreement has a term of 12 months and would continue thereafter on a month-to-month basis. This Consulting Services Agreement is attached as an exhibit to the Offering Statement of which this Offering Circular forms a part.

Other Agreements

Originally, VSBLTY entered into agreements with 5 commercial customers which were assigned to us in ________ 2022. The form of assignment agreement is attached as an exhibit to the Offering Statement of which this Offering Circular forms a part. Please also see “The Company’s Business – Intellectual Property” for a description of our RADAR App License Agreement and VSBLTY License Agreement and “The Company’s Property” for a description of our Co-Tenancy Agreement with VSBLTY for our office spaces. Please also see “Compensation of Directors and Executive Officers” for a description of Mr. Muller’s Employment Agreement and of the Fractional CFO Engagement Letter under which Mr. Selkrig serves as our Chief Financial Officer.

SECURITIES BEING OFFERED

General

The company is offering up to 20,000,000 shares of Non-Voting Common Stock. See “Plan of Distribution.”

The following description summarizes the most important terms of the company’s capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of the company’s second amended and restated certificate of incorporation, as amended (“Restated Certificate”) and its bylaws, copies of which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part. For a complete description of our capital stock, you should refer to our Restated Certificate and bylaws and to the applicable provisions of Delaware law.

The authorized capital stock of the company consists of three classes designated, respectively, Common Stock, par value $0.00001 per share, Non-Voting Common Stock, par value $0.00001 per share and Preferred Stock, par value $0.00001 per share.

As of December 31, 2021 and after giving effect to our ___________, 2022, 1683.72845:1 forward stock split, the authorized and outstanding shares included:

Common Stock

Except as set forth in below, the Voting Common Stock and Non-Voting Common Stock have identical rights, powers and privileges in every respect (including in respect of dividends and in respect of distributions upon any dissolution, liquidation or winding up of the company) and the Non-Voting Common Stock shall be treated the same as Voting Common Stock (including in any merger, consolidation, share exchange, reclassification or other similar transaction).

Voting Rights

The holders of the Voting Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). The shares of Non-Voting Common Stock shall not have voting rights at any meeting of stockholders other than those required by law. Under the Delaware General Corporation Law, holders of Non-Voting Common Stock are entitled to vote on a limited number of corporate actions, including:

Unless required by law, there is no cumulative voting.

Dividend Rights

Subject to the preferential rights of holders of Preferred Stock, the holders of shares of Voting Common Stock and Non-Voting Common Stock will be entitled to receive such dividends (payable in cash, stock, or otherwise), on a pro rata basis, as may be declared by our Board of Directors at any time and from time to time out of any funds of the company legally available therefor; provided, however, that any dividend that is payable in Common Stock shall be paid only in Voting Common Stock to the holders of Voting Common Stock and only in Non-Voting Common Stock to the holders of Non-Voting Stock.

The company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the company, after the payment of any preferential amounts required to be paid to the holders of shares of Preferred Stock, the remaining funds and assets available for distribution to the stockholders of the company will be distributed among the holders of shares of Non-Voting Common Stock and Voting Common Stock on a pro rata basis. 

Mandatory Conversion of Non-Voting Common Stock

All outstanding shares of Non-Voting Common Stock will automatically convert into an equal number of shares of Voting Common Stock and such converted Non-Voting Common Stock shall be retired and cancelled and may not be reissued upon:

Exchanges of Common Stock for other Securities, Cash or Property

In the event of any merger, consolidation, share exchange, reclassification or other similar transaction in which the shares of Voting Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, each share of Non-Voting Common Stock will at the same time be similarly exchanged or changed in an amount per share equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, that each share of Voting Common Stock would be entitled to receive as a result of such transaction; provided that, at the election of the company, any securities issued with respect to the Non-Voting Common Stock may be non-voting securities under the resulting corporation’s organizational documents and the company will make appropriate provisions and take such actions as it deems necessary, in its sole discretion, to ensure that holders of the Non-Voting Common Stock retain securities with substantially the same privileges, limitations and relative rights as the Non-Voting Common Stock.

Subject to the foregoing, in the event the holders of Voting Common Stock are provided the right to convert or exchange Voting Common Stock for stock or securities, cash and/or any other property, then the holders of the Non-Voting Common Stock will be provided the same right based upon the number of shares of Voting Common Stock such holders would be entitled to receive if such shares of Non-Voting Common Stock were converted into shares of Voting Common Stock immediately prior to such offering.

Repurchases of Common Stock

In the event that the company offers to repurchase shares of Voting Common Stock from its shareholders generally, the company will offer to repurchase Non-Voting Common Stock pro rata based upon the number of shares of Voting Common Stock such holders would be entitled to receive if such shares were converted into shares of Voting Common Stock immediately prior to such repurchase.

Subscription Offers, Rights Offers or Similar Offers

In the event of any pro rata subscription offer, rights offer or similar offer to holders of Voting Common Stock, the company will provide the holders of the Non-Voting Common Stock the right to participate based upon the number of shares of Voting Common Stock such holders would be entitled to receive if such shares were converted into shares of Voting Common Stock immediately prior to such offering; provided that, at the election of the company, any shares issued with respect to the Non-Voting Common Stock may be issued in the form of non-voting shares rather than voting shares.

Recapitalizations

If the company shall in any manner split, subdivide or combine (including by way of a dividend payable in shares of Voting Common Stock or Non-Voting Common Stock) the outstanding shares of Voting Common Stock or Non-Voting Common Stock, the outstanding shares of the other such class of stock shall likewise be split, subdivided or combined in the same manner proportionately and on the same basis per share.

Blank Check Preferred Stock

The company’s Board of Directors is expressly authorized to provide, out of up to 10,000,000 shares of undesignated Preferred Stock, for one or more series of Preferred Stock and, without the consent or vote of the company’s stockholders, with respect to each such series, to fix the number of shares constituting such series and the terms, rights, powers and preferences, and the qualifications and limitations with respect thereto as the Board of Directors determines.

Forum Selection Provision

Unless the company consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the company to the company or the company’s stockholders, (iii) any action asserting a claim against the company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the Restated Certificate or bylaws or (iv) any action asserting a claim against the company, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. This Provision will not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We will be required to make annual and semi-annual filings with the SEC. We will make annual filings on Form 1-K, which will typically be due by the end of February each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by the end of July each year, which will include unaudited financial statements for the six months to April 30 for the applicable year. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 shareholders of record and have filed at least one Form 1-K.

At least every 12 months, we will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the company’s recent financial statements.

We may supplement the information in this Offering Circular by filing a Supplement with the SEC.

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

FINANCIAL STATEMENTS

RADAR USA, INC.

Financial Statements

For the period from November 6, 2020 (incorporation) to October 31, 2021

(Expressed in US Dollars)

Independent Auditor’s Report

To the stockholders of Radar USA, Inc.

Report on the Financial Statements

We have audited the accompanying financial statements of Radar USA, Inc. (“the Company”), which comprise the balance sheet as at October 31, 2021 and the related statements of operations, stockholders’ equity and cash flows for the period from November 6, 2020 (incorporation) to October 31, 2021 and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2021 and the results of its operations and its cash flows for the period from November 6, 2020 (incorporation) to October 31, 2021 in accordance with accounting principles generally accepted in the United States of America.

/s/ DMCL

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, British Columbia

April 27, 2022

RADAR USA, INC.

BALANCE SHEET

(EXPRESSED IN US DOLLARS)

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

RADAR USA, INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM NOVEMBER 6, 2020 (INCORPORATION) TO OCTOBER 31, 2021

(EXPRESSED IN US DOLLARS)

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

RADAR USA, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM NOVEMBER 6, 2020 (INCORPORATION) TO OCTOBER 31, 2021

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

RADAR USA, INC.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM NOVEMBER 6, 2020 (INCORPORATION) TO OCTOBER 31, 2021

(EXPRESSED IN US DOLLARS)

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

RADAR USA, INC.

NOTES TO THE ANNUAL FINANCIAL STATEMENTS

FOR THE PERIOD FROM NOVEMBER 6, 2020 (INCORPORATION) TO OCTOBER 31, 2021

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS AND GOING CONCERN

RADAR USA, INC. (RADAR, or the “Company”) was incorporated in the State of Delaware, United State of America under Delaware General Corporation Law on November 6, 2020. RADAR plans to become an AI-powered integrated community security provider whose integrated solution package includes smart cameras; an easy-to-use app for citizen SOS, geolocation and direct interaction with police; and cloud-based data storage and analytics for law enforcement.

Risks related to the continued expansion of the COVID-19 pandemic

The Company recognizes the continued COVID-19 pandemic and the resulting global implications. There continues to be a possibility for increase of the restrictions currently in place, or addition of new restrictions currently not known to the Company. The impact of these restrictions on the Company’s planned operations, if implemented, is currently unknown but could be significant.

Basis of presentation

The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are presented in US dollars.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting estimates

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the going concern, fair value of financial instruments and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Deferred Stock Issuance Costs

Deferred stock issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement.

Foreign currency translations and transactions

The Company’s functional and reporting currency is the United States dollar. Foreign denominated monetary assets and liabilities are translated into their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenues and expenses are translated at average rates of exchange during the period. Related translation adjustments as well as gains or losses resulting from foreign currency transactions are reported as part of operating expenses on the statement of operations.

Income taxes

Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or all of the deferred tax assets will not be realized.

Fair value measurements

The book value of cash, accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of those instruments. The fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 -quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 -observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 -assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the period ended October 31, 2021.

Recent accounting pronouncements

Recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

NOTE 3 - RELATED PARTY TRANSACTIONS

During the period ended October 31, 2021, the Company had the following transactions with related parties:

On June 21, 2021, the Company signed two license agreements with companies controlled by directors, VSBLTY Inc. (“VSBLTY”) and RADAR APP S.A.P.I. DE C.V. (“Radar App”) (Note 6).

During the period ended October 31, 2021, the Company entered into a consulting agreement with a company controlled by an officer for consulting services for $4,500 per month until terminated by either party.

During the period ended October 31, 2021, the Company entered into an employment agreement with the Company’s CEO. The CEO will receive $5,000 per month until terminated by either party.

During the period ended October 31, 2021, the Company entered into a consulting agreement with a company controlled by directors for consulting services at a cost of $5,000 per month for 12 months until terminated by either party.

NOTE 4 – SHARE CAPITAL

On November 16, 2020, the Company issued 21,750 common shares for proceeds of $100.

On May 5, 2021, the Company issued 2,400 common shares for proceeds of $240,000.

In October 2021, the Company issued 5,476 common shares for proceeds of $1,642,800 and incurred share issuance costs of $32,550.

NOTE 5 – INCOME TAXES

The reported income taxes differ from the amounts obtained by applying statutory rates to the loss before income taxes as follows

The Company’s tax-effected deferred income tax assets are estimated as follows:

As at October 31, 2021, the Company has recorded a valuation allowance for the aggregate of its tax assets as management believes it is more likely than not that the deferred tax asset will not be realized.

As at October 31, 2021, the Company had net operating loss carry forwards in the United States of approximately $78,000 to reduce future federal and state taxable income. These losses may be carried forward indefinitely.

The Company is not currently subject to any income tax examinations by any tax authority. Should a tax examination be opened, management does not anticipate any tax adjustments, if accepted, that would result in a material change to its financial position.

NOTE 6 – LICENSE AGREEMENTS

The Company entered into a license agreement with VSBLTY to license VSBLTY DataCaptor^TM and VSBLTY Vector^TM software. The license is for a term of 48 months for a total value of $2,000,000 on a deferred payment basis. Under the terms of the license agreement, the Company’s obligation to pay the licensee fees is postponed until such time:

The Company entered into a license agreement with Radar App, to license RADAR APP^TM. The license is for 48 months for a total value of $2,000,000 on a deferred payment basis. Under the terms of the license agreement, the Company’s obligation to pay the license fees is postponed until such time:

NOTE 7 - SUBSEQUENT EVENTS

In accordance with ASC 855 management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following.

On December 13, 2021, the Company issued 70 common shares for proceeds of $21,000.

On November 30, 2021, the Company entered into a consulting agreement with a company controlled by a director for consulting services at a cost of $10,000 per month for a term of 2 years unless terminated by either party.

On March 15, 2022, the Company entered into an agreement with VSBLTY to lease a property through April 30, 2025. The Company’s lease commitments over the term are $4,347 per month.

PART III

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on April 27, 2022

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

41

Exhibit 1.1

SIGNATURE PAGE

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

We look forward to working with you toward the successful conclusion of this engagement and developing a long-term relationship with the Issuer.

3/10/2021

Jay Hutton

DIRECTOR

RADAR USA

417 North 8th St., Suite 300, Philadelphia, PA 19123

Re: Engagement Reg A Placement Agent Agreement

Dear Jay Hutton:

This Placement Agent Agreement (this “Agreement”) sets forth the terms under which Entoro Securities, LLC, a FINRA and SEC registered broker-dealer (“we” or “Placement Agent”), is being engaged to act as the exclusive and managing broker dealer for RADAR USA (“you” or the “Issuer” and, together with Placement Agent, the “Parties”) in connection with a proposed best efforts Regulation A offering by the Issuer of its securities (the “Securities”) which Securities may be convertible preferred stock, common stock, convertible debt or other securities and may be in the form of units that include warrants in each case as determined by the Issuer after consultation with Placement Agent.

The terms of our engagement are as follows:

1. The Offering.

(a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors.

(b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer.

(c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity.

(d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine.

2. Fees and Expenses.

(a) As compensation to Placement Agent for its services hereunder, Issuer agrees to pay Placement Agent, concurrent with each Closing of the Offering, the compensation described in Exhibit B. The Offering Success Fee identified in Exhibit B shall be payable with respect to any Securities sold to any Investor. An Investor is any person or entity that has executed or otherwise entered into a subscription agreement or other form of sale or purchase order related to the Offering. Source of facilitation of specific investments, as needed, will be determined by use of designated URLs, tracking pixels, investor-entered ID codes, referral source dropdown menus, or other supporting evidence as shall be mutually agreed by the Parties, including but not limited to CRM software or email records.

(b) Any Advisory/Consulting Fee described in Exhibit B is nonrefundable, and payable to Placement Agent within five days of the latter of FINRA Rule 5110 approval of this Agreement or SEC qualification of the Offering.

(c) To the degree that Equity, Warrant or Option compensation is authorized in Exhibit B, any such compensation will be registered under the Offering Statement for the Offering. Placement Agent understands and agrees that there are significant restrictions pursuant to Financial Industry Regulatory Authority, or FINRA Rule 5110 against transferring Warrants, Options and underlying Securities during the one hundred eighty (180) days after the qualification date of the Offering Statement for the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the ownership of same, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty

(180) days following the qualification date of the Offering Statement for the Offering to anyone other than (i) an underwriter or selected dealer in connection with the Offering or (ii) a bona fide officer or partner of Placement Agent or of any underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

(d) Any Advance on Expenses described in Exhibit B is payable to Placement Agent within five days of execution of this Agreement, and is refundable to the extent not used. Moreover, Issuer agrees to reimburse Placement Agent for all out-of-pocket expenses incurred in connection with its engagement hereunder, including (x) all reasonable travel (which shall include, without limitation, business or first-class airfare for a flight longer than four hours), lodging and related incidental expenditures, (y) the fees and expenses of Placement Agent’s legal counsel incurred in connection with (i) the performance of the matters contemplated hereby and (ii) the payment of all fees and expenses due to Company hereunder, (excluding in connection with any fee dispute), and (z) all amounts paid to other outside professionals or experts, accountants, independent consultants retained in connection with Placement Agent’s performance of the matters contemplated hereby in connection with an Offering (including expenses incurred and charged by such outside professionals or experts, accountants, independent consultants); provided, however, that any such expenses other than expenses incurred by Placement Agent described in clause 2(d)(y)(ii) above, which individually, or in the aggregate, exceed $10,000.00 must be approved in advance by the written consent of the Issuer which approval shall not be unreasonably withheld; and provided further, that upon any such approval by Issuer, Issuer shall make payment in advance to Placement Agent of the estimated amount of such out-of-pocket expenses. Maximum aggregate fees and expenses to be paid or reimbursed to, or paid on behalf of, Placement Agent with or without Issuer approval shall not exceed $40,000. Any excess costs or fees for goods or services sought by Issuer in relation to Offering shall be paid directly by Issuer to relevant third parties. Placement Agent agrees to provide any documents reasonably requested by Issuer in support of its expenses.

(e) In addition, the Issuer shall pay for fees and expenses incurred by it in connection with the Offering, including without limitation, (i) all filing fees and communication expenses relating to the qualification of the Securities to be sold in the Offering with the Securities and Exchange Commission (the “Commission”), any necessary notice filings with state securities regulators of the states in which Securities under Offering will be sold, and the filing of the Offering Materials with the Financial Industry Regulatory Authority (“FINRA”) under FINRA Rule 5110, (ii) the costs of all mailing and printing of the Offering documents, the Offering Statement (as defined below), the Offering Circular (as defined below) and all amendments, supplements and exhibits thereto and as many preliminary and final Offering Circulars as Placement Agent may reasonably deem necessary, (iii) the costs of preparing, printing and delivering electronic certificates representing such Securities; (iv) the costs and expenses of the transfer agent for such Securities; (v) the costs and expenses of the Issuer’s accountants and the fees and expenses of the Issuer’s legal counsel and other agents and representatives; and (vi) the reasonable fees and disbursements of outside counsel for the Placement Agent to a maximum of $10,000; and (vii) the costs and expenses of any third party marketing, advertising or promotional efforts.

(f) Upon the execution of this Agreement, Placement Agent shall direct Issuer to engage a third party background check provider for the purpose of generating reports regarding the Issuer’s officers, directors and significant stockholders, as described further in Exhibit D of this Agreement. Placement Agent’s engagement with these service providers will permit Placement Agent to rely on these reports.

(g) The Issuer will use its reasonable best efforts, in cooperation with the Placement Agent, to qualify the Securities for offering and sale under the applicable securities laws of such states and foreign jurisdictions as the Placement Agent may designate and maintain such qualifications in effect so long as required to complete the placement of the Securities; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. While both Parties acknowledge that the following activity is responsibility of Issuer, to the extent the Placement Agent prepares and files any documentation necessary to qualify and maintain the qualification of the offer and sale of the Securities under the laws of any state or foreign jurisdiction, the Issuer shall deliver to the Placement Agent in advance of any such filing the applicable state filing fees and will reimburse the Placement Agent for its reasonable costs and expenses in making any such filings.

(h) Issuer may request that Placement Agent, at its discretion, post the Offering on OfferBoard^® (or any affiliate of same), an online deal marketing, investor outreach and technology platform operated by the Placement Agent’s subsidiary OfferBoard, LLC, a Delaware limited liability company (“OfferBoard”). If Issuer opts to host a standalone investment onboarding funnel on its website or elsewhere, OfferBoard will integrate its investor onboarding, recordkeeping and compliance processes with those of Issuer or any relevant third party. OfferBoard will handle all KYC, CIP, AML, and OFAC for investors participating under OfferBoard or via integration with Issuer’s or any relevant third party technology provider’s software. OfferBoard’s participation in any Offering shall be limited to introduction of the Offering to potential investors and OfferBoard will not participate in the preparation of any Offering Materials nor Authorized Sales Materials nor have any responsibility for the contents thereof. Regardless of whether the Offering is posted on OfferBoard, the Issuer understands and agrees that certain aspects of the Offering may be conducted through OfferBoard’s technology platform or facilities. To the extent necessary, the Issuer consents to the posting of information concerning the Offering on OfferBoard, including but not limited to the posting of due diligence materials on OfferBoard’s on-line virtual data room (“VDR”), subject to the confidentiality undertakings and agreements referenced in Sections 7 and Exhibit C of this Agreement. All information concerning the Issuer posted on OfferBoard’s VDR shall be considered Offering Materials and/or Authorized Sales Materials. There is a technology fee associated with any use of OfferBoard as described in this Section, as well as a registration/set-up fee to establish the VDR, which shall be paid by Issuer as set forth in Exhibit D, before the set-up of the VDR for an Offering.

(i) All fees and any other amounts payable hereunder are payable in U.S. dollars, free and clear of any United States or foreign withholding taxes or deductions and shall be payable to the account designated by Placement Agent under “Bank Information” in Exhibit B of this Agreement. No later than thirty (30) days following expiration or earlier termination of this Agreement, Placement Agent shall submit to Issuer a final invoice that sets forth the total of all Fees and reimbursable expenses (and any past-due payments) owed to Placement Agent under this Agreement, and payment of all such amounts shall be made by the Issuer to Placement Agent no later than thirty (30) days following the date of such final invoice. Any late payments of such fees and expenses shall bear interest at the rate of twelve percent (12%) per annum. The Issuer’s obligations pursuant to this section shall survive expiration or earlier termination of this Agreement.

3. Term of Engagement; Relationship of Parties.

(a) The term of Placement Agent’s engagement hereunder (the “Term”) shall commence on the mutual execution of this Agreement and end on the earlier to occur of: (i) 12 months from SEC qualification; (ii) the final Closing of the Offering; or (iii) ten (10) business days after either party gives the other written notice of termination hereunder; provided, however, that the Issuer shall not provide Placement Agent with written notice of termination for at least one hundred twenty (120) days from the date that the Offering Statement for the Offering is qualified by the Securities and Exchange Commission. Moreover, upon a material default by the either Party, this Agreement may be terminated immediately upon written notice by the non-breaching Party. Upon any such termination, any fees, and expenses due to Placement Agent shall be remitted to Placement Agent promptly (including fees and expenses accrued before, but invoiced after, such termination). The Term of this Agreement may be extended as may be agreed by mutual written consent of the Parties.

(b) Upon termination, Placement Agent will be entitled to collect all fees, if any, earned through the date of termination, and the Issuer will pay or reimburse Placement Agent for its out-of-pocket expenses, subject to Sections 2(d) and 2(e) hereof. The Issuer agrees that: (a) any termination or completion of Placement Agent’s engagement hereunder shall not affect the Issuer’s obligation to indemnify Placement Agent, the Soliciting Dealers and the affiliates of Placement Agent and the Soliciting Dealers as provided for herein, (b) any termination of Placement Agent’s engagement hereunder shall not affect the Issuer’s obligation to pay fees as provided for in Section 2(a) hereof; and (c) any termination of Placement Agent’s engagement hereunder shall not affect the Issuer’s obligation to pay fees and reimburse the expenses accruing prior to such termination as provided for herein.

(c) Notwithstanding any termination of this Agreement pursuant to the terms hereof or otherwise, if at any time after the termination of this agreement and on or before the twelve (12) month period following the termination of this Agreement (the “Residual Period”), the Issuer enters into a definitive commitment relating to the sale of Securities to, or facilitated by, any person or entity (including such person or entity’s affiliates, and each of its and such affiliates’ respective equity holders, officers, directors, employees, consultants, agents) that Placement Agent introduced to the Issuer and/or with whom Placement Agent had substantive communications with on behalf of the Issuer, the Issuer shall pay to Placement Agent fees in accordance with the terms and provisions of Section 2(a) hereof.

(d) Nothing contained in this Agreement shall be construed to place Placement Agent and the Issuer in the relationship of partners or joint ventures. Neither Placement Agent nor the Issuer shall represent itself as the agent or legal representative of the other for any purpose whatsoever nor shall either have the power to obligate or bind the other in any manner whatsoever. The Issuer’s engagement of Placement Agent is not intended to confer rights upon any person not a party hereto (including shareholders, directors, officers, employees or creditors of the Issuer) as against Placement Agent or its affiliates, or their respective directors, officers, employees or agents, successors or assigns. Placement Agent, in performing its services hereunder, shall at all times be an independent contractor. No promises or representations have been made, except as expressly set forth in this Agreement, and the parties have not relied on any promises or representations except as expressly set forth in this Agreement. Nothing contained herein should be construed as creating any fiduciary duties between the Issuer and Placement Agent.

4. Right of First Offer. The Issuer agrees that if, but only if, the Offering is successfully consummated, it shall provide Placement Agent the right of first refusal for six (6) months from the date of the consummation of the Offering to act as Placement Agent or to act as joint Placement Agent on at least equal economic terms on any public or private equity financing (collectively, “Future Services”). If the Issuer notifies Placement Agent of its intention to pursue an activity that would enable Placement Agent to exercise its right of first refusal to provide Future Services, Placement Agent shall notify the Issuer of its election to provide such Future Services, including notification of the compensation and other terms to which Placement Agent claims to be entitled, within thirty (30) days of written notice by the Issuer. In the event the Issuer engages Placement Agent to provide such Future Services, Placement Agent will be compensated on a basis to be mutually agreed upon. For the avoidance of doubt, this right of first refusal shall not apply to any transaction in which the Issuer does not engage a placement agent, broker-dealer of record, finder or similar entity.

5. Offering Materials; Representations and Warranties.

(a) If the proposed offering is a Regulation A offering, the Issuer shall, as soon as practicable following the date hereof, prepare and file with the Commission and the appropriate state securities authorities, an Offering Statement on Form 1-A (the “Offering Statement”) under the Securities Act, and an Offering Circular included therein (the “Offering Circular”) covering the Securities to be sold in the Offering (collectively, the “Offering Materials”). The Offering Statement (including the Offering Circular therein), and all amendments and supplements thereto, will be in form satisfactory to Placement Agent and counsel to Placement Agent and will contain such interim and other financial statements and schedules as may be required by the Securities Act and rules and regulations of the Commission thereunder. Placement Agent and its counsel shall be given the opportunity to make such review and investigation in connection with the Offering Statement and the Issuer as they deem desirable. Placement Agent and the Issuer shall mutually agree on the use of proceeds of the Offering, which shall be described in detail within the Offering Circular, it being further understood and agreed that, except as may expressly approved by Placement Agent, no proceeds from the Offering will be used to pay outstanding loans owed by the Issuer to any Issuer officers, directors or stockholders or to redeem any securities of the Issuer.

(b) The Offering Statement will include this Agreement as an exhibit to the Offering Statement.

(c) Issuer hereby represents, warrants and agrees with Placement Agent that upon qualification of the Offering Statement, the Offering Circular will comply with the Securities Act, Regulation A promulgated thereunder and any other rules and regulations (as applicable) of the Commission (the “Rules and Regulations”), and the Offering Circular and any and all authorized printed sales literature or other sales materials prepared and authorized by the Issuer for use with potential investors in connection with the Offering (“Authorized Sales Materials”), including without limitation, all testing the waters material under Rule 255, when used in conjunction with the Offering Circular, will not contain any untrue statements of material facts or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the foregoing provisions of this Section 5(c) will not extend to such statements contained in or omitted from the Offering Circular or Authorized Sales Materials as are primarily within the knowledge of Placement Agent and are based upon information furnished by Placement Agent in writing to the Issuer specifically for inclusion therein.

(d) Issuer hereby authorizes Placement Agent to transmit to the prospective Investors the Offering Circular and Authorized Sales Materials. The Issuer will advise Placement Agent immediately of the occurrence of any event or any other change known to the Issuer which results in the Offering Statement, including the Offering Circular, or the Authorized Sales Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein or previously made, in light of the circumstances under which they were made, not misleading.

(e) The Issuer further agrees that Placement Agent may rely upon, and shall be a third-party beneficiary of, the representations and warranties and applicable covenants and agreements made to the investors in connection with the Offering. In addition, immediately prior to the initial and any subsequent Closing of the Offering, the Issuer shall execute and deliver to Placement Agent a representation letter in the style of Exhibit E of this Agreement (the “Representation Letter”) pursuant to which it will make representations and warranties to Placement Agent of the type that are customarily found in placement agency and underwriting agreements for offerings like the Offering. Such Representation Letter and the representations made therein are incorporated into this Agreement by reference as if set forth in full herein.

6. Conditions to Initial Closing the Offering. The Offering shall be conditioned upon, among other things, the following:

(a) Satisfactory completion by Placement Agent of its due diligence investigation and analysis of:

(i) the Issuer’s business, prospects, industry, financial condition and its arrangements with its officers, directors, employees, affiliates, customers and suppliers, (ii) the audited historical financial statements of the Issuer as required by the SEC (including any relevant stub period reviews), and (iii) the Issuer’s projected financial results for the fiscal year ending December 31, 2021 and 2022;

(b) Approval of the Offering by Placement Agent investment committee;

(c) FINRA shall not have finally determined that the compensation payable to Placement Agent hereunder is unreasonable under FINRA Rule 5110;

(d) Issuer completion of required notice filings and related requirements in any states where Securities have been sold under the Offering;

(e) Neither the Issuer nor any of its affiliates has, either prior to the initial filing or the qualification date of the Offering Statement, made any offer or sale of any securities which are required to be “integrated” pursuant to the Securities Act or the regulations thereunder with the offer and sale of the Securities pursuant to the Offering Statement;

(f) The Issuer maintaining a PCAOB registered firm of independent certified public accountants acceptable to Placement Agent and the Issuer, including, without limitation, the Issuer’s existing auditor (which Placement Agent agrees is acceptable), which will have responsibility for the preparation of the financial statements and the financial exhibits to be included in the Offering Statement, it being agreed that the Issuer will continue to engage a PCAOB registered accounting firm of comparable quality (as may be determined by the Issuer’s audit committee or board of directors) for a period of at least three years after the Closing so long as the Issuer is required to file reports with the SEC during such period;

(g) The Issuer maintaining a transfer agent for the Issuer’s Securities reasonably acceptable to Placement Agent and continuing to retain such transfer agent for a period of two (2) years after the Closing;

7. Indemnification, Contribution, and Confidentiality. The Issuer agrees to indemnify Placement Agent and its controlling persons, representatives, and agents in accordance with the indemnification provisions set forth in Exhibit A hereto, and the parties agree to the confidentiality provisions of Exhibit C hereto, all of which are incorporated herein by reference. These provisions will apply regardless of whether the Offering is consummated.

8. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts executed and to be wholly performed therein without giving effect to its conflicts of laws principles or rules. The Issuer and Placement Agent agree that any dispute concerning this Agreement shall be resolved exclusively through binding arbitration before FINRA pursuant to its arbitration rules. Arbitration will be venued in Harris County or Houston, Texas USA (the “Agreed Forum”). Each of the Issuer and Placement Agent agree that the Agreed Forum is not an “inconvenient forum” for proceedings hereunder, and each hereby agree to the personal jurisdiction of the Agreed Forum and that service of process by mail to the address for such party as set forth in this letter (or such other address as a party hereto shall notify the other in writing) constitute full and valid service for such proceedings.

9. Limitation on Liability. Notwithstanding any provision of this Agreement to the contrary, the Issuer agrees that neither Placement Agent nor its affiliates, and the respective officers, directors, employees, agents, and representatives of Placement Agent, its affiliates and each other person, if any, controlling Placement Agent or any of its affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Issuer for or in connection with the engagement and transaction described herein in an amount excess of the actual fees paid to Placement Agent hereunder.

10. Announcement of Offering. If the Offering is consummated, Placement Agent may, at its own expense, place a customary announcement in such newspapers and periodicals as Placement Agent may desire announcing the Closing of the Offering, the name of the Issuer, the securities issued and the gross proceeds of the Offering. The parties agree that any such announcement will be subject to approval by the Issuer prior to dissemination by Placement Agent and that such approval will not be unreasonably withheld.

11. Advice to the Board. The Issuer acknowledges that any advice given by Entoro to Issuer is solely for benefit and use of the Board of Directors of the Issuer and may not be used, reproduced, disseminated, quoted or referred to, without our prior written consent.

12. Other Engagements. Nothing in this Placement Agent Agreement shall be construed to limit the ability of Placement Agent or its respective affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory, or any other business relationship with entities other than the Issuer, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business of the Issuer, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to the Issuer’s, or may have been identified by the Issuer as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Issuer acknowledges and agrees that it does not claim any proprietary interest in the identity of any other entity in its industry or otherwise, and that the identity of any such entity is not confidential information under Exhibit C of this Placement Agent Agreement.

13. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes and cancels any and all prior or contemporaneous arrangements, understandings and agreements, written or oral, between them relating to the subject matter hereof, with the sole exclusion of any NDA executed between the Parties, which is incorporated in its entirety herein by reference.

14. Successors and Assigns. The benefits of this Agreement shall inure to the parities hereto, their respective successors and assigns and to the indemnified parties hereunder and their respective successors and assigns, and the obligations and liabilities assumed in this Agreement shall be binding upon the parties hereto and their respective successors and assigns. Notwithstanding anything contained herein to the contrary, neither Placement Agent nor the Issuer shall assign to an unaffiliated third party any of its obligations hereunder.

15. Counterparts. For the convenience of the parties, this Agreement may be executed in any number of counterparts, each of which shall be, and shall be deemed to be, an original instrument, but all of which taken together shall constitute one and the same Agreement. Such counterparts may be delivered by one party to the other by facsimile, portable document format (“PDF”) or other electronic transmission, and such counterparts shall be valid for all purposes.

* * * * * * * * * * * *

EXHIBIT A

INDEMNIFICATION AND CONTRIBUTION

SECTION 1. Indemnification.

A. Indemnification of Placement Agent.

The Issuer agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows:

B. Settlement

C. Limitations

Issuer will not be liable to Placement Agent or Indemnified Parties to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from Placement Agent or Indemnified Party’s willful misconduct or gross negligence. Issuer also agrees that Placement Agent and Indemnified Parties shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to Issuer or its security holders or creditors related to or arising out of the engagement of Placement Agent pursuant to, or the performance by Placement Agent or Indemnified Parties of the services contemplated by, this Agreement except to the extent that any loss, claim, damage or liability is found in a final, non- appealable judgment by a court of competent jurisdiction to have resulted primarily from Placement Agent’s or Indemnified Parties’ willful misconduct or gross negligence.

SECTION 2. Contribution

A. If the indemnification provided for in Section 1 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer on the one hand, and the Placement Agent, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer, on the one hand, and the Placement Agent, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

(a) The relative benefits received by the Issuer, on the one hand, and the Placement Agent, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the Offering (before deducting expenses) received by the Issuer, on the one hand, and the total placement fees received by the Placement Agent, on the other hand, bear to the aggregate initial aggregate offering price of the Securities.

(b) The relative fault of the Issuer, on the one hand, and the Placement Agent, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuer or by the Placement Agent, as the case may be, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(c) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2 of Exhibit A were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 2 of Exhibit A. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 2 of Exhibit A shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

(d) Notwithstanding the provisions of this Section 2 of Exhibit A, the Placement Agent shall not be required to contribute any amount in excess of the placement fees set forth in Section 2(a) of the Engagement Agreement received by it in connection with the placement of the Securities by it as agent.

(e) No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f) For purposes of this Section 2 of Exhibit A, each person, if any, (i) who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Placement Agent’s Affiliates, selling agents, partners, officers and directors shall have the same rights to contribution as the Placement Agent, and (ii) who controls the Issuer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Issuer’s Affiliates, directors, officers, employees and subsidiaries shall have the same rights to contribution as the Issuer.

EXHIBIT B

Offering Fees

If the Issuer fails to pay any fee or advance due hereunder (including Initial or Monthly Advisory/Consulting or Offering Success Fees, and Advance on Expenses) within five days of after the date which such fees are due, Placement Agent may at its sole discretion deem such failure to pay as a material breach of this Agreement and elect to terminate the Agreement pursuant to Section 3(a) above. Any cash fee due but unpaid hereunder shall bear interest, from the date due until paid in full, at the greater of (i) 12.0% per annum, or (ii) maximum interest rate allowed by applicable law. Any non-cash fee due but unpaid hereunder (including but not limited to any Digital Securities allocation or fee) shall increase by 12.0% per annum or by the greatest amount permitted by applicable law from the date due until allocated or paid in full.

Entoro Securities Bank Information:

[omitted]

EXHIBIT C

INFORMATION TO BE SUPPLIED; CONFIDENTIALITY

Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The language in this Exhibit is intended to supplement, and not supersede, the Confidentiality, Non-Disclosure and Non-Circumvention Agreement executed previously by the Parties under separate cover, and hereby incorporated as part of this Agreement by reference.

In connection with the activities of Placement Agent on behalf of the Issuer as set forth in the engagement agreement to which this Exhibit is attached (the “Agreement”), the Issuer will furnish Placement Agent with all financial and other information regarding the Issuer that Placement Agent reasonably believes appropriate to its engagement (all such information so furnished by the Issuer, whether furnished before or after the date of this Agreement, being referred to, collectively with the Placement Materials, as the “Confidential Information”). The Issuer will provide Placement Agent with access to the officers, directors, employees, independent accountants, legal counsel, and other advisors and consultants of the Issuer. The Issuer recognizes and agrees that Placement Agent (i) will use and rely primarily on the Confidential Information and information available from generally recognized public sources in performing the services contemplated by this Agreement without independently verifying the Confidential Information or such other information, (ii) does not assume responsibility for the accuracy or completeness of the Confidential Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Issuer or its market competitors.

Placement Agent will maintain the confidentiality of the Confidential Information during the Term of this Agreement and following the termination or expiration of the Term and, unless and until such information shall have been made publicly available by the Issuer or by others without breach of a confidentiality agreement, shall disclose the Information only to its officers, employees, legal counsel, and authorized representatives, as authorized by the Issuer or as required by law or by order of a governmental authority or court of competent jurisdiction. In the event that Placement Agent is legally required to make disclosure of any of the Confidential Information, Placement Agent will: (i) give prompt notice to the Issuer prior to such disclosure, to the extent that Placement Agent can practically do so, (ii) reasonably assist the Issuer at the Issuer’s cost in seeking a protective order or other relief from the disclosure of the Confidential Information and (iii) if compelled to disclose Confidential Information, limit such disclosure to only those matters which it is compelled to disclose.

The term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure thereof by Placement Agent or any Investor; (ii) was available on a non-confidential basis prior to its disclosure; or (iii) becomes available on a non-confidential basis from a third party source who is not known to be under a confidentiality obligation. Entoro shall have the right to retain indefinitely contact information for any Investors participating in the Offering that is the subject of the Agreement to which this Exhibit is attached, if and only if such Investors participated due to facilitation efforts by Entoro. Such information shall not be considered to be “Confidential Information” under this Exhibit, solely to the extent that Entoro may solicit such Investors regarding future investment opportunities on which it has been engaged, or to facilitate account creation on web platforms owned by Entoro or Entoro-affiliated companies. Evidence of facilitation of specific investments will be determined using methodology described in Section 2(a) of the Agreement, or as otherwise mutually agreed by the Parties.

Notwithstanding the foregoing, Placement Agent, as a FINRA Member Firm, shall be permitted to retain one copy of any Confidential Information provided hereunder to the extent required by its compliance procedures and may disclose such Confidential Information to representatives of FINRA or the SEC, to the extent required by applicable rules and regulations of such regulatory bodies, without prior notice to the Issuer.

Nothing in this Agreement shall be construed to limit the ability of Placement Agent or its respective affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities other than the Issuer, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business of the Issuer, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to the Issuer’s, or may have been identified by the Issuer as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Issuer expressly acknowledges and agrees that it does not claim any proprietary interest in the identity of any other entity in its industry or otherwise, and that the identity of any such entity is not Confidential Information for purposes hereof.

EXHIBIT D

Expense Budgeting Expectations – Provided As Background

EXHIBIT E

Form of Representation Letter to be Delivered Pursuant to Section 5(E)

The undersigned,                    , the President and Chief Executive Officer of Issuer, a limited partnership formed under the laws of and                  , the Chief Financial Officer, each hereby certifies in his capacity as an officer and not in an individual capacity, pursuant to Section 5(e) of the Placement Agent Agreement, dated 3/10/2021, between RADAR USA (the “Issuer”) and Entoro Securities, LLC (the “Placement Agent”) that:

(i) There has been no change or event with respect to the Issuer taken as a whole that would constitute a Material Adverse Effect since the date of the Placement Agent Agreement.

(ii) The representations and warranties of the Issuer in the Placement Agent Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time.

(iii) The Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or before the Closing Time.

Capitalized terms used herein shall have the same meanings ascribed to them in the Placement Agent Agreement.

IN WITNESS WHEREOF, we have hereunto signed our names as of the date first written above.

Exhibit 2.1

Delaware

The First State

Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “RADAR USA, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF MAY, A.D. 2021, AT 7:32 O’CLOCK P.M.

4072963 8100 SR# 20212137589
		Authentication: 203333032 Date: 06-01-21
You may verify this certificate online at corp.delaware.gov/authver.shtml

AMENDED AND RESTATED
CERTIFICATE OF
INCORPORATION

OF

RADAR USA, INC.

RADAR USA, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

below.

ARTICLE I

The name of the corporation is RADAR USA, INC. (the “Company”).

ARTICLE II

The address of the Company’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of the registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time.

ARTICLE IV

This Company is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Company has authority to issue is 40,000 with par value of $0.00001 per share. The number of authorized shares of any class or classes of stock of the Company may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law, but not below the number of shares thereof then outstanding or required to be reserved for the conversion of any convertible securities or the exercise of any options or other instruments.

ARTICLE V

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Company is expressly authorized to make, alter, amend or repeal the bylaws of the Company.

ARTICLE VI

Elections of directors need not be by written ballot unless otherwise provided in the bylaws of the Company.

ARTICLE VII

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The Company shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Company who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

The Company shall have the power to indemnify, to the extent permitted by the Delaware General Corporation Law, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Company who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE VIII

Except as provided in ARTICLE VII above, the Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by the undersigned authorized officer of the Company on this 25th day of May, 2021.

4

Exhibit 2.2

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RADAR USA, INC.

RADAR USA, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”),

DOES HEREBY CERTIFY:

ARTICLE I

The name of the corporation is RADAR USA, INC. (the “Company”).

ARTICLE II

The address of the Company’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of the registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time.

ARTICLE IV

This Company is authorized to issue three classes of stock which shall be designated, respectively, “Voting Common Stock,” “Non-Voting Common Stock” and “Preferred Stock.” The Voting Common Stock and the Non-Voting Common Stock are collectively referred to herein as “Common Stock.” The total number of shares of stock that the Company shall have authority to issue is 126,000,000 shares, consisting of (a) 91,000,000 shares of Voting Common Stock, $0.00001 par value per share, (b) 25,000,000 shares of Non-Voting Common Stock, $0.00001 par value per share, and (c) 10,000,000 shares of Preferred Stock, $0.00001 par value per share. The Preferred Stock may be issued from time to time in one or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations with respect thereto, as may be determined by the Board of Directors from time to time.

Concurrently with the filing of this Certificate of Incorporation with the Secretary of State of Delaware, all shares of common stock outstanding immediately prior to such filing shall be redesignated as Voting Common Stock, and all rights exercisable or convertible into common stock outstanding immediately prior to such filing shall be redesignated exercisable or convertible into Voting Common Stock.

Effective immediately following the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware, a 1683.72845-for-1 forward stock split for each share of Voting Common Stock outstanding immediately prior to such time shall automatically, and without any action of the part of the holders thereof, occur. The par value of the Voting Common Stock shall remain $0.00001 per share. Each share of Voting Common Stock outstanding immediately prior to the forward stock split, shall immediately thereafter represent instead the number shares of Voting Common Stock as provided above.

The number of authorized shares of any class or classes of stock of the Company may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law, but not below the number of shares thereof then outstanding or required to be reserved for the conversion of any convertible securities or the exercise of any options or other instruments.

Except as set forth herein, the Voting Common Stock and Non-Voting Common Stock shall have identical rights, powers and privileges in every respect  (including in respect of dividends and in respect of distributions upon any dissolution, liquidation or winding up of the Company) and the Non-Voting Common Stock shall be treated the same as Voting Common Stock (including in any merger, consolidation, share exchange, reclassification or other similar transaction).

ARTICLE V

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Company is expressly authorized to make, alter, amend or repeal the bylaws of the Company.

ARTICLE VI

Elections of directors need not be by written ballot unless otherwise provided in the bylaws of the Company.

ARTICLE VII

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The Company shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Company who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

The Company shall have the power to indemnify, to the extent permitted by the Delaware General Corporation Law, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Company who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE VIII

Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or bylaws or (iv) any action asserting a claim against the Company, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. This Article VIII shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article VIII (including, without limitation, each portion of any sentence of this Article VIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

ARTICLE IX

Except as provided in ARTICLE VII above, the Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF,  this Second Amended and Restated Certificate of Incorporation has been executed by the undersigned authorized officer of the Company on this ________ day of ________, 2022.

8

Exhibit 2.3

AMENDED AND RESTATED

BYLAWS

OF

RADAR USA, INC.

ARTICLE I

OFFICES

1.1 Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

1.2 Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Location. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting; provided, however, that the Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211 of the Delaware General Corporations Law (“DGCL”). Meetings of stockholders for any other purpose may be held at such time and place, if any, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof, or a waiver by electronic transmission by the person entitled to notice.

2.2 Timing. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

2.3 Notice of Meeting. Written notice of any stockholder meeting stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting.

2.4 Stockholders’ Records. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address (but not the electronic address or other electronic contact information) of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.5 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning at least fifty percent (50%) in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

2.6 Notice of Meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. The means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting shall also be provided in the notice.

2.7 Business Transacted at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

2.8 Quorum; Meeting Adjournment; Presence by Remote Means.

(a) Quorum; Meeting Adjournment. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b) Presence by Remote Means. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(1) participate in a meeting of stockholders; and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

2.9 Voting Thresholds. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

2.10 Number of Votes Per Share. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote by such stockholder or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

2.11 Action by Written Consent of Stockholders; Electronic Consent; Notice of Action.

(a) Action by Written Consent of Stockholders. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, is signed in a manner permitted by law by the holders of outstanding stock having not less than the number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written stockholder consents shall bear the date of signature of each stockholder who signs the consent in the manner permitted by law and shall be delivered to the corporation as provided in subsection (b) below. No written consent shall be effective to take the action set forth therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner provided above, written consents signed by a sufficient number of stockholders to take the action set forth therein are delivered to the corporation in the manner provided above.

(b) Electronic Consent. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the corporation.

(c) Notice of Action. Prompt notice of any action taken pursuant to this Section 2.11 shall be provided to the stockholders in accordance with Section 228(e) of the DGCL.

ARTICLE III

DIRECTORS

3.1 Authorized Directors. The number of directors that shall constitute the whole Board of Directors shall be six (6) unless otherwise determined by resolution of the Board of Directors or by the stockholders at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

3.2 Vacancies. Unless otherwise provided in the corporation’s certificate of incorporation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

3.3 Board Authority. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

3.4 Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

3.5 First Meeting. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

3.6 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.7 Special Meetings. Special meetings of the Board of Directors may be called by the president upon notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Notice of any special meeting shall be given to each director at his business or residence in writing, or by telegram, facsimile transmission, telephone communication or electronic transmission (provided, with respect to electronic transmission, that the director has consented to receive the form of transmission at the address to which it is directed). If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four (24) hours before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be transmitted at least twenty-four (24) hours before such meeting. If by telephone, the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1 of Article VIII hereof. A meeting may be held at any time without notice if all the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing, either before or after such meeting.

3.8 Quorum. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and any act of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.9 Action Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing, writings, electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

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

3.11 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these bylaws.

3.12 Minutes of Meetings. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

3.13 Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.14 Removal of Directors. Unless otherwise provided by the certificate of incorporation or these bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

4.1 Notice. Unless otherwise provided in these bylaws, whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

4.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

4.3 Electronic Notice.

(a) Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders and directors, any notice to stockholders or directors given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder or director to whom the notice is given. Any such consent shall be revocable by the stockholder or director by written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(b) Effective Date of Notice. Notice given pursuant to subsection (a) of this section shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder or director has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder or director has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder or director of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder or director. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c) Form of Electronic Transmission. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE V

OFFICERS

5.1 Required and Permitted Officers. The officers of the corporation shall be chosen by the Board of Directors and shall be a president, treasurer and a secretary. The Board of Directors may elect from among its members a Executive Chairman of the Board and a Vice-Chairman of the Board. The Board of Directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

5.2 Appointment of Required Officers. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, a treasurer, and a secretary and may choose vice-presidents.

5.3 Appointment of Permitted Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5.4 Officer Compensation. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

5.5 Term of Office; Vacancies. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD

5.6 Chairman Presides. The Executive Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. He or she shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

5.7 Absence of Executive Chairman. In the absence of the Executive Chairman of the Board, the Vice- Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. He or she shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

THE PRESIDENT AND VICE-PRESIDENTS

5.8 Powers of President. The president shall be the chief executive officer of the corporation; in the absence of the Executive Chairman and Vice-Chairman of the Board he or she shall preside at all meetings of the stockholders and the Board of Directors; he or she shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

5.9 President’s Signature Authority. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

5.10 Absence of President. In the absence of the president or in the event of his inability or refusal to act, the vice-president, if any, (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

5.11 Duties of Secretary. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

5.12 Duties of Assistant Secretary. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

5.13 Duties of Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

5.14 Disbursements and Financial Reports. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

5.15 Treasurer’s Bond. If required by the Board of Directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

5.16 Duties of Assistant Treasurer. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of the treasurer’s inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

6.1 Stock Certificates. The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by the stock records of the corporation maintained by the corporation or its transfer agent. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the President and Chief Executive Officer, the Treasurer or any vice president, and by the Secretary or any assistant secretary. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue. Certificates may be issued for partly paid shares or such partly paid shares may be uncertificated. In such case, upon the face or back of the certificates issued to represent any such partly paid shares, or in the case of uncertificated shares noted in the records of the registrar of such stock, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

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

6.2 Facsimile Signatures. Any or all of the signatures on a certificate may be facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the corporation with the same effect as if such officer, transfer agent or registrar were still acting as such at the date of issue.

6.3 Lost Certificates. The Board of Directors may direct a new certificate or certificates, or uncertificated shares, to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issuance of a new certificate, certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

6.4 Transfer of Stock. Transfers of the shares shall be made on the books of the corporation and, if such shares are certificated, upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer. No transfer of stock shall be valid as against the corporation for any purpose until it shall have been entered in the stock records of the corporation by an entry showing from and to whom transferred..

6.5 Fixing a Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6.6 Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner, to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

7.1 Dividends. Dividends upon the capital stock of the corporation, if any, subject to the provisions of the certificate of incorporation, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

7.2 Reserve for Dividends. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their sole discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

7.3 Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.4 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

7.5 Corporate Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

7.6 Indemnification. The corporation shall, to the fullest extent authorized under the laws of the State of Delaware, as those laws may be amended and supplemented from time to time, indemnify any director or officer made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being a director or officer of the corporation or a predecessor corporation or a director or officer of another corporation, if such person served in such position at the request of the corporation; provided, however, that the corporation shall indemnify any such director or officer in connection with a proceeding initiated by such director or officer only if such proceeding was authorized by the Board of Directors of the corporation. The indemnification provided for in this Section 7.6 shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under these bylaws, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director, and (iii) inure to the benefit of the heirs, executors and administrators of a person who has ceased to be a director. The corporation’s obligation to provide indemnification under this Section 7.6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.

Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he or she is or was a director of the corporation (or was serving at the corporation’s request as a director or officer of another corporation) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized by relevant sections of the DGCL. Notwithstanding the foregoing, the corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors of the corporation that alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith of such agent’s duty to the corporation or its stockholders.

The foregoing provisions of this Section 7.6 shall be deemed to be a contract between the corporation and each director who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

The Board of Directors in its sole discretion shall have power on behalf of the corporation to indemnify any person, other than a director, made a party to any action, suit or proceeding by reason of the fact that he or she, his testator or intestate, is or was an officer or employee of the corporation.

To assure indemnification under this Section 7.6 of all directors, officers and employees who are determined by the corporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the corporation that may exist from time to time, Section 145 of the DGCL shall, for the purposes of this Section 7.6, be interpreted as follows: an “other enterprise” shall be deemed to include such an employee benefit plan, including without limitation, any plan of the corporation that is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; the corporation shall be deemed to have requested a person to serve the corporation for purposes of Section 145 of the DGCL, as administrator of an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”

CERTIFICATE OF INCORPORATION GOVERNS

7.7 Conflicts with Certificate of Incorporation. In the event of any conflict between the provisions of the corporation’s certificate of incorporation and these bylaws, the provisions of the certificate of incorporation shall govern.

ARTICLE VIII

AMENDMENTS

8.1 These bylaws may be altered, amended or repealed, or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

ARTICLE IX

LOANS TO OFFICERS

9.1 The corporation may lend money to, or guarantee any obligation of or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

12

Exhibit 4.1

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO INVESTOR IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY OFFERBOARD, LLC OR ANY OTHER PLATFORM PROVIDER ENGAGED BY THE COMPANY (THE “PLATFORM”) OR THROUGH ENTORO SECURITIES, LLC OR ANY OTHER PLACEMENT AGENT ENGAGED BY THE COMPANY (THE “PLACEMENT AGENT”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH INVESTOR IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY INVESTOR IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

Ladies and Gentlemen:

1. Subscription.

(a)  The undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of Non-voting Common Stock (the “Non-voting Common Stock”), par value $0.00001 per share, of RADAR USA, INC., a Delaware corporation (the “Company”), which shares of Non-voting Common Stock are convertible into shares of Common Stock of the Company, par value $0.00001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $1.00 per share of Non-voting Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The Shares being subscribed for under this Subscription Agreement and the voting Common Stock issuable upon the conversion of the shares of Non-voting Common Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Second Amended and Restated Certificate of Incorporation of the Company, as amended, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).

(b)  Investor understands that the Securities are being offered pursuant to an Offering Circular dated _________________, 2022 (the “Offering Circular”), filed with the SEC as part of the Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities.

(c)  The Investor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate.

(d)  The aggregate number of shares of Non-voting Common Stock that may be sold by the Company in this offering shall not exceed 20,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until the Maximum Shares have been sold, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

2. Purchase Procedure.

(a)  Payment. The purchase price for the Shares shall be paid simultaneously with Investor’s subscription. Investor shall deliver payment for the aggregate purchase price of the Securities by ACH electronic transfer or by wire transfer to an account designated by the Company, by credit or debit card, or by any combination of such methods.

(b) Escrow Arrangements. Payment for the Securities by Investor shall be received by Equiniti Trust Company (the “Escrow Agent”) from Investor by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing in the amount of Investor’s subscription. Investors should note that prior to receipt by Escrow Agent, credit and debit card payments will incur transaction fees charged by the third-party card processing service.

Upon Closing, the Escrow Agent shall release Investor’s funds to the Company. The Investor shall receive notice and evidence of the digital entry of the number of the Securities owned by Investor reflected on the books and records of the Company and verified by Equiniti Trust Company (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A of the Securities Act.  

3. Representations and Warranties of the Company. The Company represents and warrants to Investor that the following representations and warranties are true and complete in all material respects as of the date of each Closing, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Securities and any other agreements or instruments required hereunder. 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.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable. The Company hereby agrees that there shall be reserved for issuance and delivery upon conversion of the Non-Voting Common Stock such number of shares of Common Stock into which such shares of Non-voting Common Stock shall then be convertible.

(c) Authority for Agreement. The acceptance by the Company of this Subscription Agreement, and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities), are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No Filings. Assuming the accuracy of Investor’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the acceptance, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The outstanding shares of capital stock, warrants and options of the Company immediately prior to the initial Closing is as set forth in “Securities being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f)  Financial Statements. Complete copies of the Company’s financial statements, consisting of the statement of financial position of the Company as of October 31, 2021, and the related consolidated statements of income and cash flows for the respective periods then ended (collectively, the “Financial Statements”), have been made available to Investor and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the respective periods indicated therein. Dale Matheson Carr-Hilton Labonte LLP, which has audited the Financial Statements at October 31, 2021 and for the period then ended, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the shares of Non-voting Common Stock sold in the offering as set forth in “Use of Proceeds” in the Offering Circular.

(h) Litigation. Except as disclosed in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) to the Company’s knowledge, against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Investor. By subscribing to the Offering, Investor (and, if Investor is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of such Investor’s Closing(s):

(a) Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Subscription Agreement and to carry out the provisions thereof. All action on Investor’s part required for the lawful subscription to the offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Subscription Agreement will be valid and binding obligations of Investor, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Investor understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Investor also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Investor’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. The Company has no obligation to list any of the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to facilitating trading or resale of the Securities. Investor must bear the economic risk of this investment indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Securities. Investor also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Investor represents that either:

(i) Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; or

(ii) The purchase price, together with any other amounts previously used to purchase Shares in this offering, does not exceed 10% of the greater of Investor’s annual income or net worth (or in the case where Investor is a non-natural person, their revenue or net assets for such Investor’s most recently completed fiscal year end).

Investor represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Stockholder Information. Within five days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited status of the Company’s stockholders. Investor further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f)  Company Information. The Subscriber has read the Offering Statement (the “Offering Materials”), including the section titled “Risk Factors.” Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Materials. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition. 

(g) Valuation. Investor acknowledges that the price of the shares of Securities to be sold in this offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Investor’s investment will bear a lower valuation.

(h) Domicile. Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address provided with Investor’s subscription.

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

5. Survival of Representations and Indemnity. The representations, warranties and covenants made by Investor herein shall survive the closing of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EACH OF INVESTOR AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF INVESTOR AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. INVESTOR AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 8 AND PROVIDED WITH INVESTOR’S SUBSCRIPTION.

EACH OF INVESTOR AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed on the date of such delivery to the address of the respective parties as follows:

If to Investor, at Investor’s address supplied in connection with this subscription, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b)  This Subscription Agreement is not transferable or assignable by Investor.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Investor and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor.

(e)  In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g)  This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h)  The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k)  If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

9. Subscription Procedure.

Each Investor, by providing his or her name and subscription amount and clicking “accept” and/or checking the appropriate box on the Platform (“Online Acceptance”), confirms such Investor’s investment through the Platform and confirms such Investor’s electronic signature to this Agreement. Investor agrees that his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Agreement and Online Acceptance establishes such Investor’s acceptance of the terms and conditions of this Agreement.

8

Exhibit 6.1

VSBLTY INC

LICENSE AGREEMENT

This License Agreement (this “Agreement”), is made as of June 21^st , 2021 (“Effective Date”) and is by and between VSBLTY INC, a corporation with principal offices at 417 N . 8^th Street, Suite 300, Philadelphia, PA 19123 (“Licensor”) and RADAR USA, INC., a Delaware corporation with offices located at 417 N. 8^th Street, Suite 300, Philadelphia, PA 19123(“Licensee”).

WHEREAS Licensor has developed and licenses out those software products specifically identified and described at Exhibit A, as they may be added or amended from time to time (the “Software”) and user manuals, technical manuals, and any other materials provided by licensor, in printed, electronic, or other form, that describe the installation, operation, use or technical specifications of the Software as more particularly described in Exhibit A, as they may be added or amended from time to time (collectively, “Documentation”);

AND WHEREAS Licensee wishes to receive a license to such Software and Documentation.

NOW THEREFORE:

1. License Grant and Scope. Subject to and conditioned upon payment of the License Fee as defined below and as set forth in Section 13 and Exhibit C of this Agreement by Licensee and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, limited license during the Term set forth in Exhibit B to use, for internal purposes only and solely by and through those individuals authorized to use the Software expressly set forth in Exhibit A pursuant to the license granted under this Agreement (collectively, “Authorized Users”), the Software and Documentation and subject to all conditions and limitations set forth in Section 2 or elsewhere in this Agreement.

2. Use Restrictions. Except with the prior written consent of the Licensor, Licensee shall not, and shall require its Authorized Users not to, directly or indirectly: (a) use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 1; (b) provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation; (c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof; (d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs; (e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof (for the avoidance of doubt, Exhibit A identifies the copyright and trademark registrations in the name of the Licensor); (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any person other than Licensee for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; (h) use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including: (i) power generation systems; (ii) aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; (iii) safety- critical applications, including medical or life-support systems, vehicle operation applications, and (iv) military or aerospace applications, weapons systems, or environments; (i) use the Software or Documentation in violation of any law, regulation, or rule; or (j) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that may commercially disadvantage the Licensor.

3. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

4. Maintenance and Support. Licensor shall provide Tier 3 and Tier 4 maintenance and support services with respect to the Software (“Maintenance Services”) to Authorized Users. During the Term, Licensee shall be responsible for providing Tier 1 and Tier 2 maintenance and support services to Authorized Users. For the avoidance of doubt, the tiers of support shall be as follows:

Licensor further acknowledges and agrees that, with respect to the provision of the Maintenance Services, it shall perform the Maintenance Services in such a way so as to meet or exceed the service levels as set out in the Service Level Agreement set out at Exhibit D (“SLA”). If the Licensor fails to achieve the required service levels set out in the SLA with respect to its performance of the Maintenance Services, then the Licensor shall provide to the Licensee the service credits set out in the SLA (the “Service Credits”). The Licensor shall apply the Service Credits immediately and either deduct any amounts owing by the Licensee to the Licensor by an amount equal to such Service Credits or, if no amounts are currently owing, apply such deduction of Service Credits once any amounts due by the Licensee are accrued.

5. Collection and Use of Information. Licensee acknowledges that Licensor may, directly or indirectly through the services of third parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through: (a) the provision of Maintenance Services, and (b) technical measures included in the Software.

Licensee agrees that the Licensor may use such information for any purpose including but not limited to:

(x) improving the performance of the Software or developing updates thereto; (y) verifying Licensee’s compliance with the terms of this Agreement and enforcing the Licensor’s rights, including any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (collectively, “Intellectual Property Rights”) in and to the Software; and (z) providing benchmarking and other analytic information regarding use of the Software in a de-identified manner. The Licensee may not share this information with others without the Licensor’s prior written consent, such written consent not to be unreasonably withheld, delayed or conditioned.

6. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall use its commercially reasonable efforts to safeguard all Software and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Software and fully cooperate with Licensor, in any legal action taken by Licensor to enforce its Intellectual Property Rights at Licensor’s sole cost and expense.

7. Exclusivity and Restriction. Licensor acknowledges and agrees that the Licensee is building a business that will leverage the license granted by Licensor to Licensee for the Software and Documentation to create a security product offering and associated services for sale in the USA and Canada. The parties acknowledge and agree that the Software license grant contemplated in this Agreement is exclusive within the USA and Canada solely within the market vertical of private homeowners, neighborhood and homeowners’ associations, municipal and unincorporated local government (the “Territory”). The parties further acknowledge and agree that the Territory can be expanded to include other market verticals and other possible customers upon the mutual consent and written agreement of the parties. Notwithstanding the foregoing, this Agreement does not convey or grant to the Licensee any other license, expressly or by implication, estoppel or otherwise, under any Intellectual Property Rights owned or held by Licensor, including, without limitation, the right to reproduce or modify, or make derivative works of, any of the Software, Documentation, any other software owned or licensed by the Licensor, or any equipment or materials which the Licensor offers for sale or license

(collectively, the “Licensor Products”).

8. Warranty Disclaimer. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; AND NEITHER PARTY SHALL FOR ITSELF OR ITS OR THEIR AFFILIATES, LICENSORS OR SERVICE PROVIDERS, BE LIABILE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, DIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, LICENSOR ACKNOWLEDGES AND AGREES THAT ITS LIABILITY UNDER THIS AGREEMENT FOR ANY DAMAGES WHATSOEVER RELATED IN ANY WAY TO THE VIOLATION OR INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS SHALL NOT BE LIMITED IN ANY WAY BY THIS PROVISION OR ANY OTHER PROVISION UNDER THIS AGREEMENT.

10. Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party, and its officers, directors, employees, agents and affiliates for all expenses (including reasonable attorney’s fees and expenses), losses, claims, fines, penalties or damages arising out of any act or omission of the Indemnifying Party, and its performance under or breach of this Agreement.

11. Export Regulation. The Software and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside the US.

12. US Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor,

Licensee shall receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

13. Licensee Fees. In exchange for the License granted by the Licensor to the Licensee hereunder, the Licensee shall pay to the Licensor a license fee calculated in accordance with the prices set out in Exhibit C attached to this Agreement (the “License Fee”). The parties acknowledge and agree that the License Fees shall be paid as follows:

(a) Licensor acknowledges that Licensee is pursuing a series of financings to build up its business and delivery of services based on the Software and therefore the Licensor agrees that it shall grant to Licensee the first 400,000 monthly subscription per camera licenses to the Software at a price of USD $5 per camera/license (for a total of USD $2,000,000) (the “Deferred Payment”) on a deferred payment basis. Licensee’s obligation to pay said Licensee Fees under this Agreement shall be postponed until such time as the Licensee has: (i) successfully raised a minimum of USD $15,000,000, or such other amount as agreed between the parties in writing, in financing through up to three seed financing rounds (the “Threshold”), or (ii) used or provided services or sublicenses to at least 16,666 end-user cameras in one month. Licensor will issue a pro forma invoice to Licensee for the Deferred Payment amounts, and Licensee shall accept such pro forma invoice but will have: (x) up to twenty-four (24) months of achieving the Threshold, and provided that this Agreement is still in full force and effect and all of the licenses to the Software have been granted by the Licensor to the Licensee (irrespective of whether the Licensee has used or is actually using all of the licenses to the Software), to pay to the Licensor the Deferred Payment, or (y) net thirty (30) days once Licensee has issued an invoice for to at least 16,666 end-user cameras in one month, in which case the amount of such invoice shall be deducted from the Deferred Payment once paid; and

(b) At all times following the Threshold, the Licensee shall pay the License Fee to the Licensor on a monthly basis on net thirty (30) day payment terms from the date that Licensee receives Licensor’s invoice, calculated based on the number of Licenses deployed by the Licensee in the previous month.

(a) Termination for Material Breach. In the event of a material breach of any provision of this Agreement, the non-breaching party may terminate this Agreement by giving 60 days prior written notice to the breaching party specifying the material breach and requiring that it be cured during the notice period or else the non-breaching party may terminate this Agreement upon the conclusion of the notice period; provided, however, that this Agreement shall not terminate if the breaching party has cured the breach prior to the expiration of such sixty (60) day period, or if such breach cannot be cured within such sixty (60) day period, the breaching party has taken steps within such sixty (60) day period to the reasonable satisfaction of the non-breaching party to propose a plan to cure the breach reasonably acceptable for the non-breaching party. For the purposes of this Agreement, a material breach means a breach of any of the obligations, terms, conditions, and/or covenants of this Agreement by a party which materially and substantially affects the ability of one or both of the parties to achieve the anticipated outcomes of this Agreement. With respect to the Licensee specifically, a material breach means a failure to pay any and all Licensee Fees when due following receipt of notice of failure to pay from Licensor.

(b) Termination for Other Causes. Either party may terminate this Agreement immediately upon provision of notice to the other party, (i) upon the institution by the other party of receivership or bankruptcy proceedings; (ii) upon the institution against the other party by a third party of receivership or bankruptcy proceedings, if such proceedings are not dismissed within 30 days of the other party’s receipt of notice of such proceedings against it; or (iii) upon the other party’s making an assignment for the benefit of creditors of all or substantially all of its assets.

(i) In the event of the expiration or termination of this Agreement, LICENSEE shall (a) immediately terminate all sales and marketing efforts of the LICENSOR Products and cease entering into new subscriptions for LICENSOR Products; (b) cease renewing all then-existing subscriptions for LICENSOR Products and promptly notify LICENSOR of any and all requests from Authorized Users seeking to renew or enter new or additional licenses for LICENSOR Products; (c) within ten (10) days after the date of such termination, provide LICENSOR with a written list of (i) all remaining subscriptions for LICENSOR Products, providing the identity and contact information of each Subscriber and the date that each such subscription’s then current subscription term is set to expire, and (ii) a list of names and contact information for all Authorized Users; (d) if requested by LICENSOR, assist LICENSOR, at Licensor’s sole cost and expense, in terminating one or more remaining subscriptions upon the date of expiration of its then-current term and/or assigning such subscription to LICENSOR or any other third party appointed by LICENSOR; and (e) upon the expiration or sooner termination of LICENSEE’s last subscription for LICENSOR Products, cease using the LICENSOR Products and LICENSOR’s Confidential Information in any manner whatsoever; provided, however, that if LICENSOR, upon Licensor’s request, elects to assume all maintenance and support obligations with respect to Authorized Users, then LICENSEE shall cease using the LICENSOR Products and LICENSOR’s Confidential Information immediately upon LICENSOR’s written notice that it has taken all necessary steps to assume the support functionality.

(ii) In the event of expiration or termination of this Agreement, the parties shall cease using the other party’s Confidential Information in any manner whatsoever and shall return to such party any Confidential Information in its possession, or destroy any such other party’s Confidential Information.

(iii) For so long as LICENSEE continues to provide Authorized Users with access to LICENSOR Products, LICENSEE shall continue to pay to LICENSOR the License Fee that would be due hereunder as if such termination had not occurred.

(iv) If LICENSOR is required by law, court order or otherwise to pay to LICENSEE any compensation, severance pay or benefit other than as set forth in this Agreement (the “Foreign Benefits”), LICENSEE shall indemnify and hold LICENSOR harmless from any such payment as well as from any reasonable costs and expenses (including, but not limited to, attorneys’ fees and expenses) incurred by LICENSOR in connection thereto.

(v) In the event of a termination, or receipt of notice of termination, of this Agreement for any reason, each party agrees to use its reasonable efforts to mitigate any losses to the other party as a result of such termination.

(a) Default rate: Parties agree that any default in payment under this Agreement, will bear interest at a rate of LIBOR plus 4.85% (485 basis points), calculated from the date such payment was due without regard to any cure periods contained herein.

herein:

(i) To utilize reasonably commercial efforts to promptly and in a diligent manner by negotiation between the parties to resolve any dispute, whether arising during the Term or at any time after the expiration or termination of this Agreement, arising in relation to (A) the validity, construction, meaning, performance or effect of this Agreement, or (B) the rights, obligations, and liabilities of the parties within a reasonable period of time (the “Dispute Resolution Process”). The complaining party shall deliver a written notice summarizing the dispute to the other party and the respective Vice Presidents (or any other officer or representative appointed by one party with such seniority level) of each party shall meet within ten (10) Business Days of receipt of such notice to try to resolve the dispute, acting reasonably and in good faith. If the Vice Presidents are unable to resolve the dispute within the ten (10) Business Day period, then the parties shall escalate the dispute to their respective Presidents (or any other officer or representative appointed by one party with such seniority level) who shall have ten (10) Business Days to seek to resolve the dispute.

(ii) To continue the performance of their respective obligations, including without limiting the generality of the foregoing, any payment obligations, during the resolution of any dispute or disagreement, including during any period of arbitration, unless and until this Agreement is terminated or expires in accordance with its terms and conditions.

(iii) If the respective Presidents (or any other officer or representative appointed by one party with such seniority level) of the parties are unable to resolve the dispute as contemplated in subsection 15(a)(i) above, then such dispute, including any dispute arising out of or in connection with the Agreement or in respect of any defined legal relationship associated therewith or derived therefrom, including any failure of the parties to reach agreement hereunder, will be referred to arbitration for resolution under the rules of the International Chamber of Commerce, and in connection therewith:

(A) the appointing authority will be the International Chamber of Commerce;

(B) the arbitration will be conducted by a single arbitrator appointed by the International Chamber of Commerce unless the parties agree otherwise in writing;

(C) the case will be administered by the International Chamber of Commerce in accordance with its rules;

(D) the place of arbitration will be New York, New York; and

(E) the language of the arbitration will be English.

(iv) All determinations arising out of the arbitration process will be final and binding upon the parties.

(v) Either party may seek to enforce an arbitration decision at court. For the avoidance of doubt, all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of New York state without giving effect to any choice or conflict of law provision or rule.

(c) Neither party will be responsible or liable to the other party, or deemed in default or breach hereunder, by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or equipment, loss and destruction of property, or any other circumstances or causes beyond a party’s reasonable control. The above in the understanding that the parties shall be liable even in case of an epidemic or pandemic which does not directly affect the performance of their obligations hereunder, as the current SARS-CoV-2 pandemic.

(d) Neither party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. This Agreement is and shall at all times be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

(e) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(f) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(g) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(h) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by its duly authorized officers.

EXHIBIT A

Licensor Products

VSBLTY DataCaptor™

DataCaptor leverages camera and sensor technology with artificial intelligence (machine learning and computer vision) to provide real-time analytics and audience measurement. When DataCaptor is coupled with our CMS (VisionCaptor™) it delivers custom triggered content based on who the camera “sees”, either by demographics, sentiment or identity. All elements of the path to purchase are measured by DataCaptor, using advanced optics and sensors to provide objective, realtime, qualitative measurement and analysis in retail and other spaces. Not only does DataCaptor report demographics like gender, age range and sentiment, but it also gathers key analytics including dwell time, total impressions, percent looking at the screen, content interaction, as well as footfall traffic and heat maps. The Versatility of VSBLTY DataCaptor can be used in conjunction with VisionCaptor (VSBLTY’s CMS), or it can interface with foreign CMS software platforms and be used as the analytics and measurement component.

VSBLTY Vector™

Advanced Facial & Object Recognition Technology

Vector™ is a software module that interfaces with a comprehensive local or remote database to detect persons or objects of interest within a camera’s field of view.

Using computer vision and machine learning, Vector™ enables demographic and emotional recognition, as well as object recognition and facial recognition that can identify individuals when alone or even in crowds.

Because the cameras are embedded into the display screen, as consumers look to the screens for information and advertising content, a more accurate facial recognition is achieved compared with traditional overhead cameras.

The Innovation Of Security

Vector™’s industry-leading cognitive APIs enable advanced recognition for faces and other advanced image analytics that are crucial to today’s security requirements, such as recognizing weapons or suspicious persons in a crowd.

In public areas or congested locations where public safety is a primary concern, persons or objects of interest can be detected, at scale, in milliseconds. If a POI (Person Of Interest) or weapon is detected by Vector™, the proper authorities can be alerted instantaneously, while the necessary security protocols are initiated.

The Intersection Of Marketing & Security

VSBLTY’s Proactive Digital Displays comprise an all-encompassing set of tasks, which seamlessly bridge the gap between audience measurement and public safety:

EXHIBIT B

Term

Term

This Agreement shall commence on the Effective Date and shall continue, subject to termination in accordance with the terms of this Agreement, for a period of forty-eight months, and thereafter shall automatically renew for successive twelve (12) month periods unless Licensee notifies Licensor in writing at least thirty (30) days prior to the end of the then-current term or renewal term. For the avoidance of doubt, the Licensor shall have no right to not renew the Agreement.

EXHIBIT C

Pricing

EXHIBIT D

Service Level Agreement

This Service Level Agreement (“SLA”) is part of the Radar App License Agreement dated ___________________(the “Agreement”) between Licensor and Licensee. This SLA sets forth the performance levels which the Licensor will meet for all Software and Maintenance Services (as defined in the Agreement) which Licensor is required to perform. This SLA shall be co-terminous with the Agreement. Capitalized terms used but not defined in this SLA shall have the meanings set out in the Agreement.

“Availability” or “Available” means, subject to the terms of this SLA, that Authorized Users are able to access the Software, as described in more detail below in Section 3.

“Systems” means Licensee’s information technology infrastructure, including Licensee’s computers, software, databases, electronic systems (including database management systems), and networks.

“Error” means any reproducible failure of the Software to operate in all material respects in accordance with the specifications and Documentation, including in compliance with the Agreement and this SLA.

“Excluded Event(s)” means any inability to access the Software, or any other interruption or shutdown of the Software, resulting from or due to any of the following:

“System Uptime” is defined as the total amount of time during any calendar month (twenty-four (24) hours a day, seven (7) days a week) during which the Software are Available. System Uptime is the total number of minutes in a calendar month, less (a) the total number of minutes of Scheduled Downtime in a calendar month, and (b) the total number of minutes in which the Software Services are not Available due to any Unscheduled Downtime.

“Scheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, during which Licensee is unable to access the features and functions of the Software due to planned system maintenance performed by Licensor as set forth below.

“Unscheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, during which time Licensor is impacted by Excluded Events.”

2. Availability and Service Credits: Licensor guarantees the Software will have a minimum ninety- nine and nine-tenths percent (99.9%) System Uptime. The maintenance schedule for Scheduled Downtime is available up to three (3) months in advance.

In the event System Uptime is less than ninety-nine and nine-tenths percent (99.9%) during any calendar month during the Subscription Term (a “Service Level Failure”), and, provided that, within ten business (10) days of the end such calendar month, Licensee has notified Licensor in writing of such Service Level Failure and requested a Service Credit in accordance with the provisions herein, Licensee may be entitled to Service Credits against its subsequent payment obligations according to the following table.

The parties intend that the Service Credits constitute compensation to Licensee, and not a penalty. The parties acknowledge and agree that Licensee’s harm caused by Licensor’s delayed delivery of the Software or Maintenance Services would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Service Credits are a reasonable estimate of the anticipated or actual harm that mightarise from a Service Level Failure. Licensor’s payment of the Service Credits is Licensor’s sole liability and entire obligation Service Level Failure.

14

Exhibit 6.2

Radar USA, Inc.

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made and entered into as of November 30th, 2021 (the “Effective Date”) by and between RADAR USA, Inc., a Delaware corporation (“Company”), and VSBLTY Inc. with its principal offices at 417 North 8^th Street, Suite 300, Philadelphia, PA 19123 (“Consultant”).

1. Engagement of Services. During the term of this Agreement, Company may issue Project Assignments to Consultant in the form attached to this Agreement as Exhibit A (each a “Project Assignment”). The terms of this Agreement will govern all Project Assignments and services undertaken by Consultant for Company. Consultant represents, warrants and covenants that Consultant will perform the services under this Agreement in a timely, professional and workmanlike manner and that all materials and deliverables provided to Company will comply with (i) the requirements set forth in the Project Assignment, (ii) the documentation and specifications for those materials and deliverables, and (iii) any samples or documents provided by Consultant to Company. All services hereunder will be provided by VSBLTY employees or consultants under contract with VSBLTY.

2. Compensation; Timing. Company will pay Consultant the fee set forth in each Project Assignment for the services provided as specified in that Project Assignment. Upon termination of this Agreement for any reason, Consultant will be (a) paid fees on the basis stated in the Project Assignment(s) and (b) reimbursed only for expenses that are properly incurred prior to termination of this Agreement and which are either expressly identified in a Project Assignment or approved in advance in writing by an authorized representative of the Company.

3. Independent Contractor Relationship. Consultant’s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Consultant will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit sharing or retirement benefits. Consultant is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by the CEO of Company or his or her designee. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Consultant’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law.

4. [Intentionally Omitted.]

5. Confidentiality.

5.1 Definition of Confidential Information. “Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company Innovations, Company Property (as defined in Section 6 (Ownership and Return of Confidential Information and Company Property)), and Company’s information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans, in each case whether or not marked as “confidential” or “proprietary” and (b) any information that Company has received from others that may be made known to Consultant and that Company is obligated to treat as confidential or proprietary, whether or not marked as “confidential” or “proprietary”.

5.2 Nondisclosure and Nonuse Obligations. Except as permitted in this Section, Consultant will not (i) use any Confidential Information or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. Consultant may use the Confidential Information solely to perform Project Assignment(s) for the benefit of Company. Consultant shall treat all Confidential Information with the same degree of care as Consultant accords to Consultant’s own confidential information, but in no case shall Consultant use less than reasonable care. If Consultant is not an individual, Consultant shall disclose Confidential Information only to those of Consultant’s employees who have a need to know the information as necessary for Consultant to perform this Agreement. Consultant certifies that each of its employees will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Consultant under this Agreement. Consultant shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. Consultant shall assist Company in remedying any unauthorized use or disclosure of the Confidential Information. Consultant agrees not to communicate any information to Company in violation of the proprietary rights of any third party.

5.3 Exclusions from Nondisclosure and Nonuse Obligations. Consultant’s obligations under Section 5.2 do not apply to any Confidential Information that Consultant can demonstrate (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Consultant by Company through no fault of Consultant; (b) was rightfully in Consultant’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Consultant by Company; or (c) was independently developed by employees of Consultant without use of, or reference to, any Confidential Information communicated to Consultant by Company. A disclosure of any Confidential Information by Consultant (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Consultant provides prompt prior written notice thereof to Company (to the extent legally permissible) to enable Company to seek a protective order or otherwise prevent the disclosure.

6. Ownership and Return of Confidential Information and Company Property. All Confidential Information and any materials and items (including, without limitation, software, equipment, tools, artwork, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that Company furnishes to Consultant by Company, whether delivered to Consultant by Company or made by Consultant in the performance of services under this Agreement and whether or not they contain or disclose Confidential Information (collectively, the “Company Property”), are the sole and exclusive property of Company or Company’s suppliers or customers. Consultant agrees to keep all Company Property at Consultant’s premises unless otherwise permitted in writing by Company. Within five (5) days after any request by Company, Consultant shall destroy or deliver to Company, at Company’s option, (a) all Company Property and (b) all materials and items in Consultant’s possession or control that contain or disclose any Confidential Information. Consultant will provide Company a written certification of Consultant’s compliance with Consultant’s obligations under this Section.

7. Indemnification. Consultant will indemnify and hold harmless Company from and against any and all third party claims, suits, actions, demands and proceedings against Company and all losses, costs and liabilities related thereto arising out of or related to (i) an allegation that any item, material and other deliverable delivered by Consultant under this Agreement infringes any intellectual property rights or publicity rights of a third party or (ii) any gross negligence by Consultant or any intentional breach of this Agreement by Consultant.

8. Observance of Company Rules. At all times while on Company’s premises, Consultant will observe Company’s rules and regulations with respect to conduct, health, safety and protection of persons and property.

9. [Intentionally Omitted.]

10. Term and Termination.

10.1 Term. This Agreement is effective as of the Effective Date set forth above and will continue terminated on the second anniversary of the Effective Date unless terminated earlier as provided below.

10.2 Termination by Company. Company may terminate this Agreement or any Project Assignment with or without cause at any time, with termination effective immediately upon delivery to Consultant of written notice of termination. In any event Company will pay Consultant for services properly performed prior to the date of termination.

10.3 Termination by Consultant. Consultant may terminate this Agreement or any Project Assignment with or without cause at any time, with termination effective immediately upon delivery to Company of written notice of termination. In any event, Company will pay Consultant for services properly performed prior to the date of termination.

10.4 Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Company shall pay Consultant for services properly performed under this Agreement as set forth in each then pending Project Assignment. The definitions contained in this Agreement and the rights and obligations contained in this Section and Section 4 (Disclosure and Assignment of Work Resulting from Project Assignments), Section 5 (Confidentiality), Section 6 (Ownership and Return of Confidential Information and Company Property), Section 7 (Indemnification), Section 11 (Noninterference with Business) and Section 12 (General Provisions) will survive any termination or expiration of this Agreement.

11. Noninterference with Business. During this Agreement, and for a period of two (2) years immediately following the termination or expiration of this Agreement, without the prior written consent of the Company, Consultant agrees not to solicit or induce any employee or independent contractor involved in the performance of this Agreement to terminate or breach an employment, contractual or other relationship with Company.

12. General Provisions.

12.1 Successors and Assigns. Consultant shall not assign its rights or delegate any performance under this Agreement without the prior written consent of Company. For the avoidance of doubt, Consultant may not subcontract performance of any services under this Agreement to any other contractor or consultant without Company’s prior written consent. All assignments of rights by Consultant are prohibited under this paragraph, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner. For purposes of this paragraph, (i) a “change in control” is deemed an assignment of rights; and (ii) “merger” refers to any merger in which Consultant participates, regardless of whether it is the surviving or disappearing entity. Any purported assignment of rights or delegation of performance in violation of this paragraph is void. This Agreement will be for the benefit of Company’s successors and assigns, and will be binding on Consultant’s permitted assignees.

12.2 Injunctive Relief. Consultant’s obligations under this Agreement are of a unique character that give them particular value; Consultant’s breach of any of these obligations will cause irreparable and continuing damage to Company for which money damages are insufficient, and Company is entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper (including money damages if appropriate), without the need to post a bond.

12.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by email, upon acknowledgment of receipt; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.