PART II AND III

An Offering Statement pursuant to Regulation A relating to these securities has been filed with 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 MAY 27, 2020

Quara Devices Inc.

 

1712 Pearl Street

Boulder, CO 80302

+1 (888) 887-6658

quaralife.com

UP TO 3,082,779 SHARES OF COMMON STOCK OFFERED BY THE ISSUER

UP TO 365,497 SHARES OF COMMON STOCK OFFERED BY THE SELLING SHAREHOLDERS

We are seeking to raise up to $17,880,118 and our selling shareholders are seeking to raise $2,119,883 from the sale of Common Stock to the public. As a result, the maximum offering amount is $20,000,001. There is no minimum offering dollar amount.

SEE “SECURITIES BEING OFFERED” AT PAGE 33

	Price		Underwriting discount and commissions (1)		Proceeds to Issuer (2)		Proceeds to Selling Shareholders (2)
Per share	$	5.80	$	0.058	$	5.742	$	5.742
Total Maximum	$	20,000,001	$	200,000	$	17,701,317	$	2,098,684

(1)

We have not engaged any placement agent or underwriter in connection with this offering. To the extent that we do so, we will file a supplement to the Offering Statement of which this Offering Circular is a part. The company has engaged Dalmore Group, LLC, member FINRA/SIPC (“Dalmore”), to perform administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission, but it does not include the one-time set-up fees payable by the company to Dalmore. See “Plan of Distribution and Selling Security Holders” for details.

(2)

Does not include other expenses of the offering. See “Plan of Distribution and Selling Security Holders” for a description of these expenses.

The minimum investment amount for shares of our Common Stock is $580.00, or 100 shares.

We expect that, not including state filing fees, the amount of expenses of the offering that we will pay will be approximately $900,000.

The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is three years from this offering being qualified by the United States Securities and Exchange Commission (the “SEC”), or (3) the date at which the offering is earlier terminated by the company in its sole discretion. The company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to the company and the selling shareholders. The offering is being conducted on a best-efforts basis.

The company has engaged Prime Trust, LLC as an escrow agent to hold funds tendered by investors. We may hold a series of closings at which we and the selling shareholders receive the funds from the Escrow Agent and issue or sell the shares to investors.

Each holder of Common Stock is entitled to one vote for each share on all matters submitted to a vote of the shareholders. See “Securities Being Offered.”

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 5.

Sales of these securities will commence on approximately _______, 2020.

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 “Implications of Being an Emerging Growth Company.

TABLE OF CONTENTS

Summary	3
Risk Factors	5
Dilution	9
Use of Proceeds	11
The Company’s Business	12
The Company’s Property	21
Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Directors, Executive Officers and Significant Employees	24
Compensation of Directors and Officers	29
Security Ownership of Management and Certain Securityholders	31
Interest of Management and Others in Certain Transactions	32
Securities Being Offered	33
Plan of Distribution and Selling Security Holders	34
Ongoing Reporting and Supplements to this Offering Circular	38
Financial Statements	39

In this Offering Circular, the term “Quara,” “we,” “us”, “our” or “the company” refers to Quara Devices Inc.

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.

1

Implications of Being an Emerging Growth Company

We are not subject to the ongoing reporting requirements of the 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:

● annual reports (including disclosure relating to our business operations for the preceding three fiscal years, or, if in existence for less than three years, since inception, related party transactions, beneficial ownership of the issuer’s securities, executive officers and directors and certain executive compensation information, management’s discussion and analysis (“MD&A”) of the issuer’s liquidity, capital resources, and results of operations, and two years of audited financial statements),

● semiannual reports (including disclosure primarily relating to the issuer’s interim financial statements and MD&A) and

● current reports for certain material events.

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:

● will not be required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

● will not be required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

● will not be required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

● will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

● may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and

● will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

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 (the “Securities Act”), 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 SEC’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.

2

SUMMARY

The Company

Quara is an emerging med-tech & biotech company focusing on the development and commercialization of a handheld bacterial quorum sensing device to provide rapid early warning to the presence of harmful pathogens. This Pathogenometer^TM, which we call QuaraSense^TM is a handheld, battery operated device that uses proprietary fluorescent detection proteins to detect the molecules bacteria release when they become virulent. Once testing of QuaraSense is complete, we intend to commercialize it, focusing initially on shrimp diseases in the aquaculture market and urinary tract infections (“UTIs” or “UTI” in the singular) in the human health market, subject to regulatory approval. Thereafter, we intend to further develop QuaraSense to be used more broadly in the aquaculture market as well as in the veterinary, health care, food processing and home monitoring markets, among others.

Control of virulent bacteria is currently heavily reliant on the use of antibiotics. Unfortunately, this overuse of antibiotics has led to the evolution of bacteria known as superbugs that are resistant to several antibiotics. Superbugs are expected to cost the global economy $100 trillion in health care and lost productivity by 2050 (as per the International Federation of Pharmaceutical Manufacturers & Associations, November, 2018). The current over-use of antibiotics is due, in part, to a failure to detect infections early enough and the lack of timely feedback on the effectiveness of drugs that are administered.

Quara seeks to mitigate costly and sometimes deadly challenges with proprietary technology combined with the following key attributes:

● handheld and portable,

● simple to use,

● cost effective,

● broad detection of over 160 bacterial species, and

● rapid, early warning of a bacterial infection, providing results in minutes.

We have a functioning prototype that is ready for commercialization for detection of shrimp disease in the aquaculture market. We anticipate it will take us 9 to 12 months from funding to begin shipping QuaraSense to shrimp producers that are capable of detecting the signaling molecule that is a general indicator of many of the most common types of bacteria. We expect that further development of our technology to be able to detect additional types of virulent bacteria specific to our other target markets, and to expand our technology portfolio to the detection of pathogenic viruses.

Our mission and strategy is strongly supported by our high quality, knowledgeable and successful team of officers, directors and advisors, including scientists who are experts in the fields of biology, biophysics and bioengineering and senior management and advisors with extensive experience in bringing new products to market and expertise in capital markets, marketing and executive leadership.

The Offering

Securities offered by us:	Maximum of 3,082,779 shares of Common Stock.
Securities offered by the selling shareholders (1):	Maximum of 365,497 shares of Common Stock
Common Stock outstanding before the offering (2):	38,457,361 shares
Common Stock outstanding after the offering (2):	41,540,140 shares, assuming we raise the maximum offering amount
Use of proceeds:	Purchase of intellectual property, product commercialization, marketing and brand development, payment of deferred salaries and working capital reserves.

(1)

See “Plan of Distribution and Selling Security Holders”

(2)

We have granted 3,500,000 options under our 2019 Stock Option Plan (“Stock Option Plan”). Our Stock Option Plan reserves for issuance a number of shares equal to 15% of the number of shares of Common Stock that are issued, or 5,768,604 shares of Common Stock currently. The number of shares of Common Stock outstanding before and after the offering shown above does not include shares of Common Stock issuable upon exercise of options issue under our Stock Option Plan or any shares of Common Stock that will remain reserved for issuance pursuant to our Stock Option Plan. It also does not reflect shares of common stock that we have agreed to issue to Colorado State University Research Foundation as discussed under “The Company’s Business—Intellectual Property.”

3

Selected Risks Associated with Our Business

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

● We have a limited history upon which an investor can evaluate our performance and future prospects.

● We may not be able to develop commercially viable sensor products on the timetable we anticipate, or at all, or successfully execute on our business plan.

● We may not be able to raise enough capital to acquire the intellectual property from Pebble Labs, Inc. (“Pebble Labs”) by the contractual due date or to commercialize our product and begin generating revenue.

● Our ability to raise capital and to commercialize our sensor products may be materially impacted by the COVID-19 pandemic.

● We may not be able to effectively manage our growth, and any failure to do so may have an adverse effect on our business viability.

● We will compete with other companies that are developing or have developed analyzers designed to exploit similar markets to those in which we intend to penetrate. Many of these other companies have substantially greater resources than we do.

● We expect to be highly dependent on third party suppliers and contractors that will need to have a high level of expertise and meet strict quality standards.

● Failure to obtain approval to market our sensor products for human health applications may limit our prospects for growth.

● Adverse regulatory or policy changes could have a material impact on our business.

● If we fail to effectively protect our intellectual property, our business may suffer.

● Our business and its prospects for success are dependent on key personnel who are not easy to recruit and retain, especially in the life sciences industry which requires a high level of expertise.

● We may be subject to product liability claims which could have a material adverse effect on our business, our prospects and our reputation.

● We have identified a significant deficiency in our internal controls over financial reporting.

● Our valuation has been established by us, is difficult to assess and you may risk overpaying for your investment.

● Because this is a “best efforts” offering with no minimum, any investment made could be the only investment in this offering, leaving the company without adequate capital to pursue its business plan or even to cover the expenses of this offering.

● This offering involves “rolling closings,” which may mean that earlier investors may not have the benefit of information that later investors have.

● The value of your investment may be diluted if we issue additional options or shares of Common Stock.

4

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 hacking and the ability to prevent hacking). Additionally, relatively early-stage companies are inherently riskier 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 may not be able to develop commercially viable sensor products on the timetable we anticipate, or at all. Our sensor technology may be difficult to scale to a commercially viable level since it must meet expectations that it is equivalent or superior to traditional diagnostic technology in terms of reliability and cost efficiency. We still need to develop and refine the technology necessary to ensure that our sensors meet performance goals and cost targets. We need to perform additional laboratory and field testing, and we may encounter problems and delays. If the tests reveal technical defects or reveal that our products do not meet performance goals and cost targets, our commercialization schedule could be delayed as we attempt to devise solutions to the defects or problems. If we are unable to find solutions, our business may not be viable.

We recently entered into an agreement with the Colorado State University Research Foundation to license certain intellectual property that we believe will allow us to develop a device to detect virulent viral pathogens such as HIV, hepatitis C, dengue, Zika and severe acute respiratory syndrome coronavirus 2 (“SARS-Cov-2”), responsible for COVID-19. We strongly caution you that our ability to integrate this technology into our device portfolio, conduct sufficient testing to establish the safety and efficacy of using our device for viral testing, obtain required approval to market our device from the FDA and to successfully commercialize it for this use is highly uncertain at this early stage of development, and is likely to be a lengthy process. Even if we were able to successfully test and obtain FDA approval, by that time many other competing testing methods may be so prevalent that we would not be able to capture enough market share to make commercialization financially feasible.

We may not be able to successfully execute our business plan. In addition to the requirement to successfully develop the technology for commercially viable sensors, we must also raise significant amounts of capital, foster relationships with key suppliers and attract customers. There is no guarantee that we will be able to achieve or sustain any of the foregoing within our anticipated timeframe or at all. We may exceed our budget, encounter obstacles in research and development activities, or be hindered or delayed in implementing our commercialization plans, any of which could imperil our ability to secure customer contracts and begin generating revenues. In addition, any such delays or problems would require us to secure additional funding over and above what we currently anticipate we require to sustain our business, which we may not be able to raise.

We may not be able to raise enough capital to acquire intellectual property from Pebble Labs by the contractual due date or to commercialize our product and begin generating revenue. We are required to pay Pebble Labs $500,000 by September 30, 2020 in order to perfect the purchase of the intellectual property related to their propriety fluorescent detection proteins. If we fail to raise a sufficient amount of net proceeds prior to September 30, 2020, we will need to ask Pebble Labs for an extension. They have no obligation to grant an extension and if they fail to do so, we will not have access to the protein developed by Pebble Labs that may be needed to expand the capabilities of our current prototype device for use in certain markets, and we may not have access to some of their employees who currently act as advisors to us. With the purchase of the intellectual property from OptiEnz Sensors, LLC we do have a detection protein, hardware and software providing us with a viable prototype to commercialize for the aquaculture and other markets. In addition, if we fail to raise at least $900,000 we may not have sufficient funds to commercialize our product at all. There is no assurance that we will be able to raise additional capital in the future. As the Company may make potential acquisitions or expand its product line, the need to raise additional capital may be even more important for our future growth, and if we are unable to raise the necessary money on acceptable terms, we may be unable to pursue or realize our objectives and be hindered in our growth.

5

Our ability to raise capital and to commercialize our sensor products may be materially impacted by the COVID-19 pandemic. The full impact on the economy and the capital markets in the U.S. and the rest of the world from the COVID-19 pandemic are uncertain, in terms of both scale and duration. The high level of volatility in the capital markets may make it difficult to raise funds, especially for early stage companies that involve higher risk. If we are able to raise sufficient funds to begin the work of commercializing our sensor products, we may have difficulty securing supplies needed or manufacturing and distribution partners. The impact of social distancing measures and related workforce reductions may negatively impact the ability of suppliers to deliver us the components we need for manufacture or the ability of any of our potential partners to operate effectively to meet our requirements. In addition, many of the third parties that we would rely on for production and distribution are likely to be highly engaged in manufacturing products aimed at combatting the pandemic by manufacturing testing supplies and equipment, medical equipment and/or potential treatments. We cannot assure you that, should we raise sufficient funds, we will be able to contract with suppliers, manufacturing partners or distribution partners at a level that would allow us to achieve profitability, or at all.

We are an early stage company with a limited operating history. The company was formed on February 5, 2019. Accordingly, we have a limited history upon which an investor can evaluate our performance and future prospects. Our activities to date have focused on research and development activity to create a prototype of our sensor and as a result, we have incurred only net losses to date. Our financial statements do not reflect any operating revenues. We cannot assure you that we will be in a position to generate revenues or profits in the foreseeable future.

We may not be able to effectively manage our growth, and any failure to do so may have an adverse effect on our business viability. We intend to use the proceeds of this offering to help us achieve commercialization of our sensing device for the aquaculture market and further develop it to address other markets. We have no experience in producing sensors for market and may face significant challenges in developing, staffing and managing the production of sensing devices reliably and efficiently on a high-volume, low-cost basis. Manufacturing a sophisticated high-tech product with exacting specifications requires expertise and experience which we currently do not have and may have difficulty in securing. In addition, our future operating results will depend on our ability to effectively build and manage supplier and customer relationships across a broad geographic footprint. Managing growth is made more difficult by the fact that we currently have no corporate offices or permanent physical locations and, therefore, our senior management team generally coordinates through electronic communications and by phone. Our failure to effectively manage our growth could negatively impact our business results and prospects as well as our reputation.

The diagnostics market is highly complex and competitive. We will compete with other companies that are developing or have developed analyzers designed to exploit similar markets to those in which we intend to penetrate. Many of these other companies have substantially greater resources than we do. We cannot assure you that developments by other companies will not adversely affect the competitiveness of our products. The diagnostic industry is also characterized by extensive research efforts and rapid technological change. Competition can be expected to increase as technological advances are made and commercial applications for diagnostic technologies increase. Our competitors may use different technologies or approaches to develop products similar to the products which we are seeking to develop or may develop new or enhanced products or processes that may be more effective and less expensive. We may not be able to market our products to compete successfully in the existing competitive environment. Moreover, national laboratories and universities around the world are also researching as well as developing similar sensors. New developments may render the Company’s products obsolete or uneconomical. Competition in all these forms may impede the Company’s ability to produce and sell a commercially viable product or be disadvantaged in some other manner which could materially impact the Company’s business prospects.

We expect to be highly dependent on third party suppliers and contractors. We expect to rely heavily on manufacturing partners to co-develop and produce the necessary technology and components for our sensing devices. Due to the complexity of the technology in our devices, our suppliers and manufacturing partners require a high level of expertise and will need to meet strict quality standards. We have established good working relationships with prospective partners; however, if we are unable to secure contracts with them, or if any contract is terminated for reasons outside of our control, it may be difficult for us to find new suppliers or contractors that are able to meet these standards. Furthermore, to the extent that any of our suppliers provides us with products that prove to be defective or fail to meet our specifications, or there are failures in manufacturing our devices by a third party, our business and reputation will likely suffer.

6

Failure to obtain approval to market our sensor products for human health applications may limit our prospects for growth. We will require approval from the U.S. Food and Drug Administration (“FDA”) and similar agencies in other countries prior to marketing our sensor products for human health applications. We will need to establish, to the satisfaction of those organizations, that our products are safe and effective for use. Because our technology tests for the presence of virulent bacteria in a different manner than currently exists, we cannot refer to existing technology to support our application and, as a result, cannot assure you that we will receive approval. In addition, we believe that the resources of the FDA are heavily engaged in monitoring, reviewing and approving testing solutions for COVID-19 and the underlying virus, SARS-Cov-2, and they may not have sufficient staffing or other resources to review our application in a timely manner. As a result, we may not be in a position to pursue human health applications for a significant period of time, if at all.

Adverse regulatory or policy changes could have a material impact on our business. Our business is premised on our bacterial detection systems being able to meet regulations and policies in our target markets. If the regulatory framework in these markets becomes more restrictive to the point where our products are unable to meet these standards, the Company will have difficulty in selling its products and potential customers may seek alternative technologies altogether.

If we fail to effectively protect our intellectual property, our business may suffer. We will rely on patents pending to protect our intellectual property. There is no assurance that any patents will be issued with the desired breadth of claim coverage or at all. The failure to obtain patents for our current technology or any future technology could materially impair our business prospects or, in the case of future development, impair our ability to expand our business into other markets. If any patents are granted, they will, as is generally the case with patents, be subject to uncertainty with respect to their validity, scope and enforceability and thus we cannot guarantee you that our patents, or patents that we may license from third parties, will not be invalidated, circumvented, challenged, or become unenforceable. In cases where the Company must license intellectual property from third parties, there is no guarantee that the Company will be able to do so on acceptable terms.

Some of our proprietary processes, technologies and know-how are not under patent protection. Although we intend to seek patent protection where possible and in the best interests of the company, in some cases we must rely on the law of trade secrets to protect our intellectual property. Accordingly, there is a risk that such trade secrets may not stay secret. This risk also applies to confidentiality agreements and inventors’ rights agreements with our strategic partners and employees. There is no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, or that such persons or institutions will not assert rights to intellectual property arising out of these relationships. Finally, effective patent, trade secret, trademark and copyright protection may be unavailable, limited or not applied for in certain countries.

We may also be subject to allegations of infringement of other parties’ intellectual property, or conversely, be forced to sue those who infringe our intellectual property. Such litigation is usually costly, time-consuming, and would divert resources away from the Company. If we lose such lawsuits, we may be compelled to pay damages or to cease development, manufacture, use or sale of the infringing product.

Our business and its prospects for success are dependent on key personnel. We rely on key personnel in management, research and development, operations, manufacturing and marketing who are not easy to recruit and retain, especially in the life sciences industry which requires a high level of expertise. We believe that we have and will continue to offer key personnel competitive compensation packages, but we cannot assure you that our key personnel will remain with the company or that we will be able to hire additional personnel with the correct skill sets and qualifications in the future. In particular, our Chief Executive Officer does not receive any compensation in connection with his position. We do not maintain any key person insurance and the loss of any of our key personnel could significantly impair our ability to establish a viable business.

In addition, our key personnel are serial entrepreneurs. It is possible that some, if not all, of our key personnel may exit the business within the next three years. In the event one or more of our key personnel exit the business the company may experience financial loss, disruption to our operations and technology development, damage to our brand and reputation and, if any departing person joins a competitor, a weakening of our competitive position.

7

We may be subject to product liability claims as product malfunction is always a possibility. Depending on the magnitude of the damage, any of these occurrences could lead to civil lawsuits for which our insurance policies may not be adequate or available, and in certain cases, may even lead to criminal sanctions. We may be forced to pay significant damages, curtail operations or shut down, which could have a material adverse effect on our business, our prospects and our reputation.

We have identified a significant deficiency in our internal controls over financial reporting. Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Our management has identified a significant deficiency in our internal controls. While management is working to remediate the deficiencies, there is no assurance that such changes, when economically feasible and sustainable, will remediate the identified deficiencies or that the controls will prevent or detect future significant deficiencies. If we are not able to maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect on our business. We may discover additional deficiencies in our internal financial and accounting controls and procedures that need improvement from time to time.

Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles. Management does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company will have been detected.

Risks Related to the Securities and the Offering

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.

There is no minimum amount set as a condition to closing this offering. Because this is a “best efforts” offering with no minimum, we will have access to any funds tendered. This might mean that any investment made could be the only investment in this offering, leaving the company without adequate capital to pursue its business plan or even to cover the expenses of this offering.

This offering involves “rolling closings,” which may mean that earlier investors may not have the benefit of information that later investors have. We may conduct closings on funds tendered in the offering at any time. At that point, investors whose subscription agreements have been accepted will become our shareholders. We may 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 shareholders and will have no such right.

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 options or shares of Common Stock. Our Articles of Incorporation provides that we can issue an unlimited number of shares of our Common Stock, whether in a subsequent offering, in connection with an acquisition or otherwise. We have granted 3,500,000 options under our Stock Option Plan. Our Stock Option Plan reserves for issuance a number of shares equal to 15% of the number of shares of Common Stock that are issued, or 5,768,604 shares of Common Stock currently and we may in the future increase the number or percentage of shares reserved for issuance under this plan or adopt another plan. We have also agreed to issue shares of common stock to Colorado State University Research Foundation as discussed under “The Company’s Business—Intellectual Property.” The issuance of additional shares of Common Stock, or additional option grants under our Stock Option Plan or other stock based incentive program may dilute the value of your holdings. The company views stock based incentive compensation as an important competitive tool, particularly in attracting both managerial and technological talent.

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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 the existing shareholder. The table gives effect to the sale of shares by us at $5,000,000, $10,000,000 and $20,000,001 (the maximum amount offered), in each case excluding shares being offered by the selling shareholders.

	$5,000,000 Raise			$10,000,000 Raise			$20,000,001 Raise
Price per Share for new investors	$	5.80		$	5.80		$	5.80
Shares issued to new investors		603,448			1,358,640			3,082,779
Gross proceeds raised	$	3,499,998		$	7,880,112		$	17,880,118
Less: Offering costs	$	(718,000	)	$	(775,000	)	$	(900,000	)
Net offering proceeds	$	2,781,998		$	7,105,112		$	16,980,118
Adjusted net tangible book value pre-financing (as of 12/31/2019)	$	(9,891	)	$	(9,891	)	$	(9,891	)
Adjusted net tangible book value post-financing	$	2,772,107		$	7,095,221		$	16,970,227
Shares issued and outstanding pre-financing		38,457,361			38,457,361			38,457,361
Post-financing shares issued and outstanding		39,060,809			39,816,001			41,540,140
Net tangible book value per share prior to offering	$	(0.000	)	$	(0.000	)	$	(0.000	)
Increase/(Decrease) per share attributable to new investors	$	0.071		$	0.178		$	0.409
Net tangible book value per share after offering	$	0.071		$	0.178		$	0.409
Dilution per share to new investors	$	5.73		$	5.62		$	5.39
Dilution per share to new investors		98.8	%		96.9	%		93.0	%

As of December 31, 2019, the Company had not issued any options pursuant to the Company’s Stock Option Plan. In 2020 to date, the Company has issued 3,500,000 options to its directors, consultants and advisors. The above table excludes the future issuance of up to 3,500,000 shares of Common Stock that will be underlying those options. If all options to be issued were exercised, the adjusted net tangible book value post-financing would increase by $4,812,500, the post-financing shares issued and outstanding would be 42,560,809, 43,316,001 and 45,040,140 at the 25%, 50% and 100% levels, the net tangible book value per share after offering would be $0.178, $0.275 and $0.484 at those levels and the dilution per share to new investors would be $5.62 (96.9%), $5.53 (95.3%), and $5.32 (91.7%), respectively.

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 number of shares outstanding could result from a stock offering (such as an initial public offering, another Regulation A 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.

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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):

● In June 2019 Jane invests $20,000 for shares that represent 2% of a company valued at $1 million.

● In December 2019 the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the company but her stake is worth $200,000.

● In June 2020 the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the “down round”). Jane now owns only 0.89% of the company and her stake is worth only $26,660.

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 number of shares of Common Stock underlying convertible notes that the company 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.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $16,980,118 assuming we raise the maximum offering amount and after deducting the estimated offering expenses of approximately $900,000 (excluding state filing fees).

The following table below sets forth the uses of proceeds assuming an offering amount of $5,000,000, $10,000,000, and $20,000,001 (the maximum offering amount), excluding in each case the shares to be sold by the selling shareholders. For further discussion, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Plan of Operations.”

	$5,000,000 Offering		$10,000,000 Offering		$20,000,001 Offering
Offering Proceeds
Shares Sold		603,448		1,358,640		3,082,779
Gross Proceeds to the Company from this Offering	$	3,499,998	$	7,880,112	$	17,880,118
Offering Expenses (1)	$	718,000	$	775,000	$	900,000
Total Offering Proceeds Available for Use	$	2,781,998	$	7,105,112	$	16,980,118
Estimated Expenditures
Purchase of Intellectual Property from Pebble Labs	$	500,000	$	500,000	$	500,000
Commercialization of QuaraSense Device	$	700,000	$	1,500,000	$	1,500,000
Commercialization of Viral Detection Technology		700,000		1,500,000		1,500,000
Brand Development	$	400,000	$	2,000,000	$	2,000,000
Payment of Deferred Compensation	$	444,000	$	444,000	$	444,000
Total Expenditures	$	2,744,000	$	5,944,000	$	5,944,000
Working Capital Reserves	$	37,998	$	1,161,112	$	11,036,118

(1) Excludes state filing fees of approximately $12,000.

For a discussion of our agreement to acquire intellectual property from Pebble Labs Inc. please see “The Company’s Business.” We anticipate that expenditures for commercialization of the QuaraSense device will include development of production version of prototype device, improvement of the performance of the fluorescent resonance energy transfer (“FRET”) detection protein, development of sample pretreatment protocol development and other customer feedback dependent tasks. In addition, we intend to invest in marketing and branding activities to develop our brand and market our product. At this time, we estimate that the expenditures for commercialization of the viral detection technology will be similar to the QuaraSense device.

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. Furthermore, if we fail to raise at least $900,000 we anticipate that we will need to secure additional funding to fully commercialize our QuaraSense device. Please see “Risk Factors.”

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

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THE COMPANY’S BUSINESS

Overview

Quara is an emerging med-tech & biotech company focusing on the development and commercialization of a handheld bacterial quorum sensing device to provide rapid early warning to the presence of harmful pathogens. This Pathogenometer^TM, which we call QuaraSense^TM is a handheld, battery operated device that uses proprietary fluorescent detection proteins to detect the molecules bacteria release when they become virulent. Once testing of QuaraSense is complete, we intend to commercialize it, focusing initially on shrimp diseases in the aquaculture market and UTIs in the human health market, subject to regulatory approval. Thereafter, we intend to further develop QuaraSense to be used more broadly in the aquaculture market as well as in the veterinary, health care, food processing and home monitoring markets, among others.

Control of virulent bacteria is currently heavily reliant on the use of antibiotics. Unfortunately, this overuse of antibiotics has led to the evolution of bacteria known as superbugs that are resistant to several antibiotics. Superbugs are expected to cost the global economy $100 trillion in health care and lost productivity by 2050 (as per the International Federation of Pharmaceutical Manufacturers & Associations, November 2018). The current over-use of antibiotics is due, in part, to a failure to detect infections early enough and the lack of timely feedback on the effectiveness of drugs that are administered.

Quara seeks to mitigate costly and sometimes deadly challenges with proprietary technology combined with the following key attributes:

● handheld and portable,

● simple to use,

● cost effective,

● broad detection of over 160 bacterial species including most common pathogens, and

● rapid, early warning of a bacterial infection, providing results in minutes.

We have a functioning prototype that is ready for commercialization for detection of shrimp disease in the aquaculture market. We believe QuaraSense has substantial potential for the broader aquaculture market as well as the veterinary, health care, food processing and home health monitoring markets. We believe QuaraSense will help to improve people’s lives and reduce food production costs as we seek to provide an early warning of harmful pathogens in our bodies, our pets, and food production systems and processing equipment. We believe that potential market is massive, and we believe we have the management and scientific teams to launch our QuaraSense successfully.

Our History

Quara was formed in 2019 to acquire and commercialize intellectual property from OptiEnz Sensors, LLC (www.optienz.com), which initially developed our device and was founded by our Chief Science Officer, and from Pebble Labs, Inc. (www.pebblelabs.com) of Los Alamos, New Mexico. OptiEnz and Pebble Labs have highly educated and experienced research teams. Pebble Labs has emerged as one of North America’s top privately-owned bio-tech R&D organizations. In addition, both the OptiEnz team and the Pebble Labs team have committed to supporting our company, providing ongoing research into related sensors, regulatory expertise, industry support and expanding the technology of QuaraSense.

The work of Pebble Labs in conjunction with OptiEnz Sensors, LLC, resulted in development of a prototype device, QuaraSense, that we are using for ongoing testing purposes. These achievements were led by the OptiEnz founder and Chief Technology Officer, Ken Reardon Ph.D. and Dr. Reardon now serves as our Chief Science Officer.

Market Opportunity

Bacterial infections have enormous impact upon the entire human population as well as those of other species: pets, livestock, and the shrimp and fish. produced by the aquaculture industry that are essential to the world’s future food security. Currently combatting harmful bacteria relies on extensive use of antibiotics across all these segments. For a variety of reasons, primarily overuse and preventative use, more and more bacteria are developing resistance to antibiotics. When a bacterium is resistant to several commonly used antibiotics, it is referred to as a “superbug”.

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The traditional and still primary method of detecting a bacterial infection is to take a sample (for example, blood, urine, or saliva) from the patient — whether human, pet, or other animal — and put it in a special environment in a laboratory to grow any bacteria that are present. Since the test relies on bacterial growth, several days may be required to obtain results. For many diseases, the time required to test for an infection represents a critical period when the infection could grow to dangerous levels. For example, it takes between 48 and 72 hours to diagnose a sepsis causing infection. Current testing based upon growth may fail to detect evasive strains of bacteria. Furthermore, not all bacteria can be cultured in the laboratory.

Other laboratory-based methods of bacterial detection and identification typically require long processing times, can lack sensitivity and specificity, and/or require highly specialized equipment and trained technicians and are therefore costly and not available in all countries. These other methods include biochemical assays, immunological tests, and genetic analyses.

Aquaculture

It has been reported by the Marine Science Agency of the United Kingdom that more than half of all seafood consumed globally (160 million metric tons per year) is from aquaculture as opposed to wild-capture fisheries. Aquaculture production is trending to increasingly dominate the market over wild capture.

Global harvest of aquatic organisms

in million tons 1950-2010

FishStat Database 2014

In specific sectors, such as shrimp, disease losses may exceed 40% of global yield capacity with emergent diseases, such as Early Mortality Syndrome, threatening to collapse production in all nations. The global shrimp consumption market is in excess of $40 billion and is expected to reach $68 billion in the next ten years. It is estimated that there are over 50,000 shrimp producers with over 500,000 ponds and the numbers are expanding each year to keep pace with demand. QuaraSense would allow in situ testing in ponds with results available in minutes rather than days, increasing the ability for early detection and remediation.

Concerns surrounding the ability to rapidly confirm disease is the major constricting factor for expansion of the aquaculture industry to 2050 and could potentially cost the sector $6 billion in yield loss each year. Currently, shrimp diseases are detected by taking shrimp to a laboratory, dissecting them, and examining their organs under a microscope. This is time consuming and subject to sampling challenges as well as substantial environmental and biological perturbations.

QuaraSense has been developed to help reduce the more than $6 billion in aquaculture products (shrimp, salmon and others) lost annually to disease. Early notice of the outbreak of virulent bacteria can reduce overuse of antibiotics, thereby diminishing antibiotic resistance. Quara will also provide data services to allow users to track bacterial challenge over time to determine efficacy of treatment and key relationships between weather, feeding and other variables important for aquaculture production processes. With the cost effective and rapid response time that QuaraSense will be able to offer, we expect the demand for QuaraSense technology to be significant and to increase as aquaculture grows to meet world food demand.

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Human Health

Superbugs are expected to cost the global economy $100 trillion in health care and lost productivity by 2050. Globally, more than 700,000 people die from superbug bacterial infections annually, a number that is increasing every year. For example, sepsis, a condition resulting from the body’s overwhelming and life-threatening response to infection, can lead to tissue damage, organ failure, and death. According to the Sepsis Alliance, on average approximately 30% of patients diagnosed with severe sepsis do not survive. Up to 50% of survivors suffer from post-sepsis syndrome. According to a 2006 study published in Critical Care Medicine, the risk of death from sepsis increases by an average of up to 7.6% with every hour that passes before treatment begins, often using a broad-spectrum antibiotic. Sepsis has been named as the most expensive in-patient cost in American hospitals by the Healthcare Cost and Utilization Project. One report stated the costs were $24 billion in 2014. Though not all sepsis-related infections are bacterial, it is the most common cause. Early detection and treatment are essential for survival and limiting disability for survivors.

Urinary tract infections, or UTIs are a severe public health problem exacerbated by the rise in multidrug resistant strains of bacteria and high recurrence rates. They are some of the most common bacterial infections, affecting 150 million people each year worldwide.¹ In 2007, in the United States alone, there were an estimated 10.5 million office visits for UTI symptoms. Currently, the societal costs of these infections, including health care costs and time missed from work, are approximately USD $3.5 billion per year in the United States alone. UTIs are a significant cause of morbidity in infant boys, older men and females of all ages. UTI is a common catheter-induced illness as the result of patients staying in a hospital or clinic and these catheter-inducted UTIs are a major cause of extended hospital stays. In the US, Medicare is penalizing hospitals that fail to address UTI on the length of the hospital stay by reducing overall reimbursement.

UTIs are caused by a wide range of pathogens, including Gram-negative and Gram-positive bacteria, as well as fungi. Uncomplicated UTIs typically affect women, children and elderly patients who are otherwise healthy. Complicated UTIs are usually associated with indwelling catheters, urinary tract abnormalities, immunosuppression or exposure to antibiotics.

¹ Flores-Mireles, A., Walker, J., Caparon, M. et al. Urinary tract infections: epidemiology, mechanisms of infection and treatment options. Nat Rev Microbiol 13, 269–284 (2015). https://doi.org/10.1038/nrmicro3432.

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UTIs are responsible for a surprisingly diverse array of symptoms which are frequently misinterpreted. If an infection can be detected or ruled out quickly in the hospital setting, a patient may receive treatment before the infection becomes life threatening or, if ruled out, medical professionals can more quickly turn to analyzing other causes. If left untreated, a UTI can lead to death. UTIs may lead to a form of sepsis called urosepsis. Infections are a major cause of hospitalization and death in nursing homes. Nearly 380,000 people die of infections in US nursing homes every year.

QuaraSense is designed to quickly detect an infection and the need for treatment which is critically important for a number of infections. A follow up test with QuaraSense several hours after the start of treatment may also show whether the approach is effective. In cases where a different antibiotic is required, this confirmation of efficacy may help reduce the use of unnecessary antibiotics as well as help to limit the time of suffering or discomfort for patients. QuaraSense is also expected to be much more cost effective than current testing regimes and systems.

We estimate the total addressable market at $6.5 billion for medical device sales, $3.3 billion in annual data services revenue and $35 billion per year. These internal estimates are based on various external studies for home based medical device sales.

Animal Health

Global livestock populations are significantly endangered by disease. In order to avoid epidemics and spread of infection from animal to animal (and animal to humans), these infections should be monitored effectively. There are several examples of animal diseases such as brucellosis, respiratory and reproductive disorders and tuberculosis being commonly found in animals. Currently, these various disorders in livestock are detected using veterinary diagnostics carried out in laboratories using various techniques relying on samples of blood, feces and tissue. New techniques and techniques developed for human diagnosis are also being widely used in veterinary diagnostics. Immunoassay, hematology, and DNA test are various techniques currently used for detection of infection in animals. All of these are limited in throughput, response time, and expense.

We expect that veterinarians and animal owners will be able to use QuaraSense to quickly determine if their livestock or pet has a harmful bacterial infection. Seventy percent of antibiotics in the U.S. are given to livestock for prophylactic reasons. With QuaraSense, antibiotics may be given only when a bacterial threat is present, saving millions of dollars and limiting the rise of superbugs caused by the overuse of antibiotics. And early detection of infection will help mitigate suffering and will reduce veterinary costs for pets and their owners.

The global veterinary diagnostics market size is estimated to grow at a compound annual growth rate of over 7% from 2019 to 2026 and reach a global market value around $5.4 billion by 2026. Of that, the pet diagnostic market size was valued at over USD 2.1 billion in 2018 and the global market is expected to be $4 billion by 2026, according to a 2019 study by Grand View Research. Increasing demand for point of care diagnostics is expected further propel the growth of the pet diagnostics market.

Food Processing

Biofilms form when bacteria adhere to surfaces in aqueous environments and begin to excrete a slimy, glue-like substance that can anchor them to a variety of materials including metals, plastics, soil particles, medical implant materials and, most significantly, human or animal tissue. For example, biofilms can develop on the interiors of pipes, which can lead to clogging and corrosion. Biofilms on floors and counters can make sanitation difficult particularly in food preparation areas.

Bacterial infections that go undetected can have devastating impacts on businesses and the economy. The Center for Disease Control in a 2011 study estimated that each year roughly 1 in 6 Americans (48 million people) get sick, 128,000 are hospitalized, and 3,000 die as a result of foodborne diseases. In 2015, some customers of Blue Bell Ice Cream became ill and some died. The CDC detected Listeria bacteria in the manufacturer’s plants, resulting in the company having to issue a national recall of over 8 million gallons of ice cream, lay off 1,450 of its 3,900 employees and furlough another 1,400, and borrow $125 million to undertake a decontamination of its plants and the replacement of some equipment that could not be cleaned as a result of the said biofilm having been created by bacteria. The temporary shutdown of this one company led to hundreds of layoffs across other direct and indirect local supporting industries as the 200,000 tourists to the plant also disappeared.

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Lately, nearly every month the Centers for Disease Control and Prevention report similar listeria infections linked to food products, such as milk, cheese, ice cream, and pork products. Inadequate detection and control of bacteria costs billions in food production losses each year. The annual global cost of food-borne illnesses is estimated at over $110 billion and over 48 million Americans are stricken ill each year with over 23,000 deaths from antibiotic-resistant bacteria.

These human and financial tolls were due to not detecting the virulent bacterial infection early enough. QuaraSense is expected to provide cost effective, near real-time testing for bacterial outbreaks in equipment, from food processing to water and oil pipelines. Early detection of a bacterial threat will help to minimize the creation of harmful biofilms that in some cases necessitates significant rebuilds of food infrastructure systems, often the only way to get rid of the infection within the processing equipment.

Our Technology

Our planned offering is centered around three product offerings:

QuaraSense^TM: handheld bacterial detection through proprietary quorum-sensing technology

QuaraView^TM: QuaraSense data services and consultation

QuaraTest^TM: QuaraSense consumable cartridges

Quara Technology is Quorum Sensing

Bacteria communicate with each other in a population-dependent manner using a variety of chemical signal molecules called autoinducers, some of these molecules are species-specific and others are more general. The process is known as quorum sensing (“QS”). QS molecules are synthesized inside bacterial cells and are exported into the bacterial surroundings, where they may accumulate in increasing concentrations. Bacteria have receptors on their outer surface that bind QS molecules. At a certain level of receptor binding a cascade of events is triggered that change bacterial gene expression patterns, followed by changes in bacterial metabolism and operational mode. QS signal molecules may regulate a diverse array of functions, including antibiotic production, virulence, biofilm formation, stress and defense responses, motility, metabolism, and activities involved in interactions with hosts. The proprietary Quara technology focuses upon the same quorum sensing cues that the bacteria themselves rely upon to shift behavior from a minor to a major threat to the host organism (people and animals).

For example, one of the most serious pathogens of marine fish and invertebrates, particularly shrimp, is the bacterium Vibrio harveyi. This bacterium uses (2S,4S)-2-methyl-2,3,3,4- tetrahydroxy-tetrahydrofuran borate (BAI-2) as its QS signal. Hence, detection of BAI-2 may be a means to detect the presence of V. harveyi in industrial shrimp aquaculture operations. Other bacteria that affect shrimp may also use BAI-2 or the related AI-2, and Quara has evidence that AI-2 can be used as an indicator to detect gram-negative bacterial pathogens generally. Quara also has evidence that this approach can be used to detect other bacterial pathogens and pathogenic yeast.

Fluorescence Resonance Energy Transfer or “FRET” Technology

FRET is a physical phenomenon that is increasingly being used in biomedical research and drug discovery. It is the distance-dependent transfer of energy from one fluorescent molecule (the donor) to another fluorescent molecule (the acceptor). The transfer of energy leads to a reduction in the donor’s fluorescence intensity and an increase in the acceptor’s emission intensity. Due to its sensitivity to distance, FRET has been used to investigate molecular interactions. Quara technology uses FRET to rapidly measure the presence and magnitude of autoinducers or messaging molecules.

Quara Innovation Technology

A former Los Alamos National Laboratory Level 6 scientist, and the rest of his Pebble Labs Inc. research team developed and validated a protein that allows the bacterial QS molecule, BAI-2, to be detected using FRET. Further work by Pebble Labs in conjunction with OptiEnz Sensors, LLC, led by our Chief Science Officer Ken Reardon Ph.D., resulted in development of a prototype hardware unit that is being used for ongoing testing purposes. This operational prototype device has demonstrated the ability to obtain quantitative measurements of BAI-2 over a wide concentration range in laboratory solutions. We have also established a method of extending the functional lifetime of the detection protein, setting the stage for a measurement device with replaceable FRET protein cartridges, or QuaraTest, our primary consumable product.

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Strategy

Once testing of our QuaraSense product is complete, we intend to commercialize our product, initially focusing on shrimp diseases in the aquaculture market and UTIs in the human health market. This will involve:

● Contracting with manufacturers to produce the device and the QuaraTest consumable products to scale. We have identified several manufacturers capable of meeting our quality standards and believe we will be able to move forward quickly into production.

● Signing customers who have indicated an interest.

● Hiring sales and marketing personnel.

● Entering into licensing agreement with distributors to expand our customer outreach.

We have given priority to preparing QuaraSense for these markets for the following reasons:

Aquaculture

● The aquaculture market needs better disease diagnostics.

● Given the large economic losses due to bacterial infection in aquaculture, we may be able to demonstrate a substantial economic benefit.

● QuaraSense portability is a good fit for potential aquaculture customers.

● Quara and its partners have strong relationships existing players in the aquaculture market.

● There are few regulatory hurdles compared with human health applications.

● The market is currently underserved.

UTIs in the Human Health Market

● They are some of the most common bacterial infections, affecting 150 million people each year worldwide.

● There are large economic losses each year due to infections.

● Quara has been invited to participate in a clinical study along with the University of Utah School of Medicine.

We anticipate it will take us 9 to 12 months from funding to begin shipping QuaraSense to shrimp producers that are capable of detecting the signaling molecule that is a general indicator of many of the most common types of bacteria. We expect that further development of our technology to be able to detect additional types of bacteria specific to the broader aquaculture market as well as the veterinary, health care, food processing and home health monitoring markets.

We have established advisory relationships with key opinion leaders and researchers in the field of urology at the University of Utah Medical School for the purpose of conducting clinical research structured around QuaraSense’s potential to detect UTIs and catheter induced UTI infections in human patients. This large market has substantial unmet needs. Quara is examining time frames required to commercialize its technology for this market in either remote point-of-care or hospital applications. All applications will require approval of the U.S. FDA (or other authority such as the CE marking in the EU) following regulatory classification, regulatory risk assessment and favorable clinical outcomes. We believe that this application is an appropriate application of Quara technology that, if successful, could yield significant benefits to patients and revenues for our company.

We recently entered into an agreement with Colorado State University Research Foundation to license certain intellectual property rights that we believe will enable us to develop a viral detection device to detect specific nucleic acids in patient samples. This is a platform technology that can be used for the diagnosis of infectious virus-based diseases such as HIV/AIDS, hepatitis C, dengue, Zika and COVID-19. Commercialization of a device with this functionality will depend on a significant amount of field testing, and approval to market the product from the FDA, which is a time consuming process and is far from certain at this stage.

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In parallel with the above efforts, we will begin work to further develop our sensing technology to address the veterinary services and animal diagnostics market as there are few significant regulatory hurdles and it is also an underserved, large and growing market.

Intellectual Property

We have purchased, for a payment of $50,000, all of the intellectual property rights of OptiEnz Sensors, LLC in a portable instrument and associated software for measuring FRET between pairs of fluorophores in the field of the detection of microbial pathogens. The instrument, software, and methods developed can be used to measure FRET between any fluorophore pair and can make simultaneous measurements of multiple fluorophore pairs. We have agreed to grant OptiEnz Sensors, LLC an exclusive perpetual license to use that intellectual property for research purposes and to pay OptiEnz Sensors, LLC a royalty payment of 5% of our net sales up to a total payment of $450,000 and thereafter a royalty payment of 1.5% of net sales. Our Chief Science Officer, Dr. Ken Reardon is a founder and principal of OptiEnz.

We have an agreement to acquire, for a payment of $500,000, which is due by September 30, 2020, all of the intellectual property rights of Pebble Labs related to the “Improved Fluorescent Resonance Energy Transfer Based Biosensor Proteins and Their Methods of Use Thereof”, U.S. Provisional Patent No. 6273,0424 filed on September 12, 2018. On September 12, 2019, the provisional patent was converted to Patent Application US 19/50813. Following payment of the purchase price for that intellectual property, as discussed in “Use of Proceeds Below,” we have agreed to grant Pebble Labs an exclusive perpetual license to use that intellectual property for research purposes and to pay Pebble Labs a royalty payment of 1.5% of our net sales derived from products resulting from the Patent Application. If we fail to raise sufficient funds to make the payment to Pebble Labs by September 30, 2020, we will need to request an extension of the payment due date, which Pebble Labs is under no obligation to grant.

On May 14, 2020, the Company licensed from the Colorado State University Research Foundation an exclusive right in all territories and for all fields to the patent rights and know-how relating to technology known as PadLock-RCA-Nuclease Protection Lateral Flow Assay for the detection of pathogen sequences at the point of care. The Company will pay an upfront fee of $5,000 and pay royalties ranging from 3% to 4% based on volume of annual net sales. The Company will be subject to minimum royalty payments beginning in 2023 of $5,000 and $10,000 beginning in 2025. The Company has also agreed to milestone payments based on net sales ranging from $10,000 to $1 million. In addition, the Company will issue common shares to Colorado State University Research Foundation upon the Company completing proof of concept work demonstrating utility in detecting SARS-CoV-2 in an amount equal to 1% of all issued and outstanding shares on a fully diluted basis calculated on a post-closing basis.

Competition

Nearly all medical bacterial assays use the approach of trying to determine whether (and at what concentration) a specific bacterial species/strain is present. There are many types of pathogenic bacteria and, since bacteria can be beneficial, harmful, or neutral, it is difficult to find a feature that differentiates pathogenic from non-pathogenic bacteria.

Traditional testing relied on culturing cells from samples of blood, urine, or saliva. Culturing cells for this purpose is slow and insensitive. New technologies based on the Polymerase Chain Reaction (“PCR”) are being developed for medical microbial tests, and some are on the market. PCR is a way to make copies of a specific part of the bacterial DNA. This requires identification of a gene or other part of the DNA that is unique to the targeted bacterium (meaning that the user needs to know what species and strain to look for). This is potentially a challenge for diseases such as UTIs that are caused by a wide range of pathogens. Furthermore, the DNA must be extracted from the cells for processing. Relatively large, complex, and expensive equipment is required to process the samples, make copies via PCR, and quantify the outcome, and the procedure typically takes several hours. False negative measurements are frequently an issue. Current PCR-based devices must be used in a laboratory setting with highly trained technicians.

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QuaraSense is designed to determine whether, and to what level, pathogenic bacteria are virulent. In certain states, pathogenic bacteria release QS molecules, such as AI-2 into their environment. These signaling molecules regulate many functions, including virulence. AI-2 is common to a wide array of pathogenic bacteria, so QuaraSense would have utility sensing the virulent state of many species of bacteria, and the technology has the potential to be expanded to other QS molecules used by other groups of pathogenic microorganisms. Because the signaling molecules are released into the surroundings, there is no need to collect samples that directly contain the bacteria. This allows less invasive and simpler testing; for example, aquaculture pond water could be tested rather than the shrimp or salmon. QuaraSense is small and robust, so it can be used where the samples are obtained, such as a shrimp pond, a livestock pen, or an urgent care clinic.

Comparison: Quara technology vs. PCR-based assays

	QuaraSense FRET Technology	Species-Specific (PCR Based) Assay
What is detected?	Detects living cells that are in a virulent state	Detects living and dead cells of the specific strain that is targeted
Sample requirements	Non-invasive; Fluid near the site of infection	Material containing bacteria
Sample processing	Automated, rapid removal of impurities	Cell disruption, sample cleanup, and amplification of DNA
Response time	Rapid (5 minutes)	Slow (hours)
Specificity	General detection of virulent bacteria. Can be multiplexed.	Highly specific; user must know what strain to look for. Can be multiplexed.
Equipment: ease of use	Simple	Requires training
Equipment: complexity	Simple	Complex; service contract likely needed
Equipment: size	Small, Portable and handheld	Large; must be used in a Laboratory
Cost	Cost effective	Significant cost
Consumables	Cost effective	Significant cost

Competitors

Various competitors are developing and commercializing bacterial detection devices. Nearly all rely on PCR amplification of DNA, with the shortcomings mentioned previously.

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LexaGene is developing a PCR-based analyzer for pathogen detection that is designed to be placed at the site of sample collection. The company states that the device will detect up to 15 pathogens at once with sensitivity and specificity and return results in about 1 hour. The LX2™ Genetic Analyzer is being designed for testing in veterinary diagnostics and human clinical diagnostics, as well as food safety testing, water quality monitoring, and other markets. As of May 2019, they were targeting a selling price of around $50,000 per unit. As reported in LexaGene’s third quarter Management’s Discussion and Analysis report the Company is still pre-revenue.

ElectroNucleics is a startup company working on feasibility testing of a new device based on electromechanical signal transduction for the low cost, amplification-free detection of DNA and RNA at low concentrations. They hope that an integrated microfluidic device eventually can be produced for pathogen detection.

Regulation

To market our QuaraSense and related technology for use in human health and to a lesser extent veterinary health, we will become subject to regulation and oversight by the Food and Drug Administration (“FDA”) and similar organizations in other countries. When a product is a medical device, a Section 510(k) marketing application must be submitted to the FDA. A 510(k) is a premarketing submission made to the FDA to demonstrate that the device to be marketed is as safe and effective. We will not be able to submit an application to the FDA related to human health applications until we have completed our final design and additional testing and the FDA may not grant its approval. If our application is approved, we will be subject to oversight by the FDA. The FDA also exercises oversight of veterinary health medical devices.

Employees

The company has a total of 6 persons who work for the company under consulting arrangements on a part time basis, apart from our full time Chief Executive Officer, as the company is still in the development phase. In addition, we expect to hire up to 10 people, primarily in product development, testing, marketing, and oversight of manufacturing partnerships to assist us in reaching commercialization of our product and in expanding our business thereafter.

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THE COMPANY’S PROPERTY

Quara is a fully remote company in that each person employed or contracted by us works remotely. As a result, we do not have any offices or properties.

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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 December 31, 2019.

Overview

Our company was incorporated under the laws of the State of Wyoming February 5, 2019. Quara is an emerging med-tech & biotech company focusing on the development and commercialization of a handheld bacterial quorum sensing device to provide rapid early warning to the presence of harmful pathogens. This Pathogenometer^TM, which we call QuaraSense^TM is a handheld, battery operated device that uses proprietary fluorescent detection proteins to detect the molecules bacteria release when they become virulent. Once testing of QuaraSense is complete, we intend to commercialize it, focusing initially on shrimp diseases in the aquaculture market and UTIs in the human health market, subject to regulatory approval. Thereafter, we intend to further develop QuaraSense to be used more broadly in the aquaculture market as well as in the veterinary, health care, food processing and home monitoring markets, among others.

We are a pre-revenue company with a limited operating history upon which to base an evaluation of our business and prospects. Our short operating history may hinder our ability to successfully meet our objectives and makes it difficult for potential investors to evaluate our business or prospective operations. We have not generated any revenues since inception, and we are not currently profitable and may never become profitable.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is contingent upon its ability to raise additional capital as required. During the period from February 5, 2019 (inception) through December 31, 2019, the Company incurred net losses of $911,927. The Company does not currently generate any cash on its own. We have funded operations exclusively in the form of capital raised from the issuance of our equity securities.

Results of operations

	Period from February 5, 2019 (Inception) to December 31, 2019
Operating Expenses
General and administrative	$	805,284
Sales and marketing		106,643
Total operating expenses		911,927
Net loss	$	(911,927	)

To date, we have not generated any revenues from our planned operations. We incurred a net loss of $911,927 during the period from February 5, 2019 (inception) to December 31, 2019, primarily consisting of consulting services of $613,215, legal and professional fees of $84,500, sales and marketing fees of $106,643 and other general and administrative fees of $107,569. We anticipate that operating expenses will continue to rise in connection with the continued development of our business operations.

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Liquidity and Capital Resources

To date, we have generated no cash from operations and negative cash flows from operating activities. The Company has financed its activities to date by raising capital from private placements. These factors raise substantial doubt about our ability to continue as a going concern. Our future expenditures and capital requirements will depend on numerous factors, including the success of this offering and the ability to execute our business plan. We may encounter difficulty sourcing future financing.

We had cash in the amount of $360,359 as of December 31, 2019, and a working capital deficiency of $29,891 as of December 31, 2019.

We have contractual obligations for capital expenditures in the amount of $500,000, representing amounts payable to Pebble Labs under our agreement with them to acquire certain intellection property as described under “The Company’s Business – Intellectual Property.” We expect to use the proceeds from this offering to fulfill such commitments.

Plan of Operation

As noted above, the continuation of our current plan of operations requires us to raise significant additional capital. If we are successful in raising the maximum offering amount through our issuance of common shares in this offering, we believe that we will have sufficient cash resources to fund our plan of operations for the next 24 months. If we are unable to do so, we may have to curtail and possibly cease some operations. Furthermore, if we fail to raise at least $900,000 we anticipate that we will need to secure additional funding to fully commercialize our QuaraSense device.

We are a pre-revenue company in the development stage. We began operations in February 2019 and have a very limited operating history. Our plan of operations for the next few years includes completing the development work and additional testing of our QuaraSense device, development and optimized production of our planned products, developing, executing and monitoring sales and marketing campaigns.

We continually evaluate our plan of operations to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations.

These circumstances raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Trend Information

Because we are still in the startup phase and have only recently commenced operations, we are unable to identify any recent trends in revenue or expenses. Thus, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering to not be indicative of future operating results or financial condition.

See the section entitled “Implications of Being an Emerging Growth Company” at the beginning of this Offering Circular for a discussion of the modified reporting requirements for “emerging growth” companies that we may take advantage of should be become a public reporting company.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

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

Name	Position	Age	Date Appointed to Current Position	Approximate Hours Per Week (if part- time) / full-time
Executive Officers
Rodney W. Reum	Executive Chairman	64	June 2019	30
Steven C. Eror	Chief Executive Officer	66	November 2019	full-time
Nicolette A. Keith	Chief Financial Officer	49	June 2019	30
David W. Smalley	General Counsel	59	May 2020	20
Kenneth F. Reardon	Chief Science Officer	61	June 2019	10
Yu-Cheng (Mike) Kao	Vice President, Finance	55	November 2019	10
Directors
Rodney W. Reum	Executive Chairman	64	June 2019
Steven C. Eror	Chief Executive Officer and Director	66	May 2020
Michael B. Harrison	Director	63	May 2020
David W. Smalley	Director	59	May 2020
Larry K. Doan	Director	66	May 2020

Rodney W. Reum, Director and Executive Chairman

Mr. Reum has 35 years of senior executive leadership of both public and private companies. For over 10 years he has been the chief executive officer of Caballarius Global Holdings Inc., a company specializing in consulting services specializing in corporate financing, structuring and governance. He has played a key role in management of the financing of many enterprises up to CAD $1.3 billion dollars for one project. He has been an officer and director of several public companies assisting a number of them through the “going public” phase of their growth. He has also been instrumental in bringing several new technologies from the development stage to market in the alternative energy, military and law enforcement sectors. He was a founder, CEO and Chairman of Mission Ready Solutions Inc. from 2011 to 2017 and is currently the CFO of Fabled Copper Corp, a position he has held since 2018, and is a board member of the following public companies: Ponderous Capital Corp. (since 2018), and Efficacious Elk Capital Corp (since 2018). Mr. Reum is also a director of the following private corporations: Britec Computing Systems Ltd. (since 2005), Veridyne Power Corp. (since 2018) and Roxcel Cloud Inc (since 2018).

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Steven C. Eror, Director and Chief Executive Officer

Mr. Eror is an experienced chief executive officer, director and investor in public and private companies with successes in the healthcare industry in cancer, inflammation and infection control. He is a strong business builder and business development professional with specific experience in predictive analytics, drug delivery, medical devices, business development, entrepreneurship, and strategic planning. Steven has a lifelong interest in technology funding and investment. His experience includes serving as CEO of ProLung, Inc. (2005 - 2018), MacroMed, Inc. (2002 - 2004), Consonus, Inc. (2001 - 2002) and as an Adjunct Professor of Finance at the University of Utah (2004-2006) where he also received a BA in Economics and French and an MBA. He is also Fellow at the National Association of Corporate Directors. In 2018, Mr. Eror was terminated as CEO of ProLung for cause as claimed by the company and he resigned from its board of directors along with 4 other directors of the company. Mr. Eror and seven other persons then initiated an unsuccessful proxy solicitation requesting that the shareholders of ProLung increase the size of the board and elect each of them as directors to the ProLung board. Mr. Eror and ProLung subsequently resolved their differences and agreed that Mr. Eror would provide consulting services to ProLung. Our Board of Directors believes that Mr. Eror’s business education, expertise, and extensive executive experience in the biotechnology industry qualify him for service as a member of our Board of Directors.

Nicolette A. Keith, Chief Financial Officer

Ms. Keith brings over 25 years of accounting and managerial experience in both the public and private sectors Ms. Keith has acted as Chief Financial Officer of public companies listed on the TSX Venture Exchange and the Frankfurt Exchange as well as held a senior accounting role for a company listed on the New York Stock Exchange. Areas of focus for Ms. Keith will include regulatory reporting, capital management, business process improvements, system optimization, internal controls and management reporting. Ms. Keith earned an Arts and Science Bachelor’s degree from the University of Victoria and subsequently obtained the Certified General Accountants (CPA, CGA) designation. She is currently the CFO for the Village of Keremeos, BC (2015-present); acting CFO for the following Exchange listed companies: Ximen Mining Corp (2018-present), GGX Gold Corp. (2018-present), Fort St James Nickel Corp. (2018-present), Golden Dawn Minerals Inc. (2019-present) and formerly Mission Ready Solutions Inc. (2012-2017). She is also currently a contributing board member for Ponderous Panda Capital Corp. and the CEO of privately held 2K Services Ltd. (2017-present).

David W. Smalley, Director and General Counsel

Mr. Smalley has nearly 30 years’ experience practicing corporate and securities law, providing legal services for financing private and public companies. Mr. Smalley has been and continues to be a director of a number of capital pool companies listed for trading on the TSX-Venture Exchange. He has served as director and officer of numerous public and private companies including: Fabled Copper Corp. (Director, 2017 to present), Flying Monkey Capital Corp. (Director, 2014 to 2017), Empower Environmental Solutions Inc. (Director, 2012 to 2017), Ponderous Panda Capital Corp. (Director, President and CEO, 2017 to present), Efficacious Elk Capital Corp. (Director and Corporate Secretary, 2018), Avidian Gold Inc. (formerly Marching Moose Capital Corp.) (Director, President and CEO, 2014 to 2015), Scorpio Gold Corporation (Director, 2009 to 2018), Trait Biosciences Inc. (Director and Chief Legal Counsel, 2017 to present), Pebble Labs (Director and Chief Counsel, 2016 to 2020). Mr. Smalley is also a principal in David Smalley Law Corp. (2013 to present).

Kenneth F. Reardon, Chief Science Officer

Dr. Reardon is a Professor (since 1988) and Jud and Pat Harper Chair of Chemical and Biological Engineering (since 2013) and holds joint appointments in several other programs at Colorado State University, including Cell and Molecular Biology and Biomedical Engineering. In 2010, Dr. Reardon founded OptiEnz Sensors, LLC (“OptiEnz”) and remains its Chief Technology Officer. OptiEnz produces biosensors that continuously monitor organic chemicals in aqueous solutions. His research combines sensor development, bioreactor analysis, systems biology, and applied microbiology and microbial ecology. Dr. Reardon received his B.S. degree from the University of Pennsylvania and his Ph.D. from California School of Technology and Applied Science, both in chemical engineering.

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Yu-Cheng (Mike) Kao, Vice President, Finance

Mr. Kao is the principal partner of WDM Chartered Professional Accountants, a Vancouver-based firm, and has been a partner with the firm since 1998 and has been with the firm since 1991. He is proficient with both personal and corporate accounting, providing client services such as business advisory, consultancy, accounting, and tax services. WDM is registered with the Canadian Public Accountability Board, (CPAB), and the U.S. Public Company Accounting Oversight Board, (PCAOB), requiring a commitment to maintain the highest standards of professional objectivity, audit quality, and technical excellence. Mr. Yao is also the CFO and board member of Ponderous Panda Capital Corporation.

Michael B. Harrison, Director

Mr. Harrison has 35 years of experience in investment banking with interests in resource, energy, and biotechnology sectors. He has served as CEO of two companies that he led to successful exits. He has been on the board of directors for numerous international publicly listed companies and has raised millions of dollars in funding for private and publicly traded companies. Since 2016, Mr. Harrison has been the Chairman and CEO of Pebble Labs and, since 2017, the Chairman of Trait Bio Sciences Inc. Mr. Harrison is also the Chairman of Pique Capital, Hong Kong, ROC (since 2017), a Director and CEO of Fabled Copper Corp. (since 2018) and a Director of Efficacious Elk Capital Corp. (since 2018).

Larry K. Doan, Director

Mr. Doan is a retired executive who was a director/founder and Vice President of Extreme CCTV (1999-2008), a company that he helped take public on the Toronto Stock Exchange and was part of the Directors committee that saw the takeover of the company in 2007. His focus had been on developing sales channels in North America and Europe. Mr. Doan has served as a Director of Mission Ready Services Inc. (2013-2014), a TSX-Venture Exchange listed company that develops and manufactures products for use by militaries and first responders. Has been a director of a number of capital pool companies including: Flying Monkey Capital Corp., (2015 to 2018) and was a director of Avidian Gold Inc. (formerly Marching Moose Capital Corp.) (2014 to 2015). He is currently also a contributing director of Ponderous Panda Capital Corp. (2018-present).

Our Advisors

Our business benefits from the advice and support of a strong team of advisors.

Our Scientific Advisors

Dr. Mikhail Sinev - Senior Scientist Advisor

Dr. Sinev has a Ph.D. in Biophysics from Moscow Institute of Physics and Technology, Russia. Dr. Sinev has an expertise in protein purification techniques, and application of fluorescence techniques for ligand biding studies. He is the author of 17 publications in refereed journals and is currently actively involved with Pebbles Labs.

Dr. Pedro Miguel Melo Da Costa Nunes - Senior Scientist Advisor

Dr. Costa-Nunes has a Ph.D. in Biology from the Instituto Superior de Agronomia, Technical University of Lisbon, Portugal. His expertise is in plant Argonaute protein diversity and function, and he is the author of 22 publications. He is currently actively involved with Pebbles Labs.

Dr. Aristobulo Loaiza - Advisor – Aquaculture

Dr. Loaiza is the former Senior Manager of BASF New Business. He is known as a natural leader who leverages systems thinking and networking to drive business results. He has extensive chemicals, biotechnology and commercial training with deep knowledge and a solid network in various value chains including Biotech, Agriculture, and Nutrition and Food Safety. Dr. Loaiza received his M.S. in Bioinorganic Chemistry from UCLA and his Ph.D. in chemistry/ biochemistry from Purdue University.

Dr. Rick DeRose - Product Development

Dr. DeRose has more than 25 years of experience in Ag Biotech at Syngenta and Bayer developing innovation strategies for R&D projects. He was co-inventor of the first Roundup Ready Corn varieties. Dr. DeRose received the ASPB 2017 Innovation Prize for Agricultural Technology for translating discovery research into real-world outcomes in Global Agriculture and is an Industry Fellow for the Center for Innovation Management Studies at North Carolina State University. He received a Ph.D. in Medical Microbiology and Immunology from Wake Forest School of Medicine.

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Dr. Brian Heinze – Advisor – R&D

Dr. Heinze is the R&D Director at OptiEnz, responsible for research, product development, and project management. He has been actively involved in researching and developing optical biosensors for more than eight years, receiving numerous awards including the National SMART Grant, NASA Space Grant, and a National Science Foundation Small Business Innovation Research Award. Dr. Heinze earned a B.S. degree in biology and a Ph.D. in biosystems engineering, both from the University of Arizona with honors.

Dr. Anne Lo - Advisor – Animal Diagnostics

Dr. Anne Lo trained as a veterinary surgeon and worked in a number of clinical positions. She subsequently joined the management consulting firm Bain & Co. in London, before moving to a strategy role with WorldPay. Dr. Lo is now with Horizons Ventures based in Hong Kong, where she primarily covered science and healthcare investments. Dr. Lo received her B.Sc. and BVM&S degrees from the University of Edinburgh and her Ph.D. from the University of Cambridge.

Dr. James M. Hotaling, MD, MS, FECSM – Urinary Tract Infection Clinical Trial Advisor

Dr. Hotaling is a fellowship-trained urologist specializing in Male Infertility and Men’s Health. He completed his undergraduate work at Dartmouth, graduating magna cum laude with a double major in history and biophysical chemistry. He then went to Duke for medical school and completed a 6-year residency at the University of Washington, where he trained with one of the top penile reconstructive surgeons in the world, Dr. Hunter Wessells. Dr. Hotaling elected to pursue an additional year of training under Dr. Craig Niederberger at the University of Illinois at Chicago, focusing on Male Infertility and Men’s Health. He is also one of the only Men’s Health and Infertility experts in the United States to have undergone additional training to become a Fellow of European College of Sexual Medicine (FECSM). He has over 85 publications, is funded by the NIH to study Erectile Dysfunction and Male Infertility and is regularly invited to speak at conferences all over the United States on Male Infertility, Men’s Health and Erectile Dysfunction. He has been on the faculty at the University of Utah since 2013 and is currently the medical director of the fertility integrated practice unit, the director of the Men’s Health program and a co-director of the fellowship in reconstructive urology and men’s health. In addition, Dr. Hotaling is an editor of Fertility and Sterility, the premier journal in the field.

Dr. David Dandy– Senior Science Advisor

Prior to joining Colorado State University in 1992, Dr. Dandy spent four years as a Senior Staff Member in the Advanced Materials Department at Sandia National Laboratories. In the mid-2000s, Dr. Dandy switched his primary focus to the development of novel miniaturized biosensing devices. That work has involved detection and identification of biomarkers associated with bacterial and viral infection in humans, and it has recently expanded to plant pathogens. Target biomarkers have included nucleic acids, antigens, host antibodies, and intact virus particles. Dr. Dandy’s research in diagnostics focuses on developing and implementing microfluidic solutions for passive and active mixing strategies, passive pumping, automated flow control in microfluidic networks, and microparticle concentration and separation. He holds a total of five US patents on two label-free biosensing technologies, the first employing an integrated optical waveguide and the second an optical method based on enzymatic conversion of target analyte. Dr. Dandy also has three pending patent applications. Dr. Dandy earned a BS in chemical engineering at the University of California, Davis, and MS and PhD degrees in chemical engineering from the California Institute of Technology. He is currently Professor and Department Head of Chemical and Biological Engineering and has a joint appointment as Professor of Biomedical Engineering

Dr. Charles Henry – Senior Science Advisor

Dr. Henry joined Colorado State University in 2002 and is now Professor of Chemistry with a joint appointment as Professor of Chemical and Biological Engineering. He served as Chair of the Department of Chemistry from 2014-2018. Dr. Henry’s research interests lie broadly in the development of lab-on-a-chip technologies to study environmental and biological phenomena. Major techniques used include microfabrication, chromatography, electrochemistry, electrophoresis, microfluidics, microscopy, and 3D printing. Dr. Henry has published over 180 peer-reviewed publications and generated eight issued patents. In addition, Dr. Henry has been involved in five spin-out companies from Colorado State University with products ranging from industrial water quality sensors to low-cost environmental diagnostics. Dr. Henry’s current research includes projects to develop low-cost capillary flow driven diagnostic assays and biosensors for infectious diseases (bacterial and viral) and disease biomarkers, and the creation of new tissue-on-a-chip systems that integrate living ex vivo tissue into microfluidic devices.

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Dr. Brian Geiss– Senior Science Advisor

Dr. Geiss is Associate Professor in Microbiology, Immunology, and Pathology at Colorado State University. He has a wide range of experience, from protein biochemistry and structural biology to molecular virology and in vivo pathogenesis analyses. Since 2005, he has studied RNA viruses including flaviviruses, alphaviruses, and coronaviruses. Dr. Geiss has been supported by the NIH since 2006 to develop novel antiviral targeting flavivirus RNA capping and define the mechanisms of viral RNA capping. Among other accomplishments, Dr. Geiss identified the first patented guanylyltransferase-targeted antiviral molecule that can suppress the replication of multiple different flaviviruses. He has also developed a number of tools for virology, including several alphavirus replicon and infectious virus launch systems. Recently, Dr. Geiss has focused on development of novel biosensors for the detection of infectious diseases, including pathogen nucleic acids, virus particles, intact bacterial cells, and pathogen-specific antibody responses in a variety of sample matrices.

Our Business Advisors

Keara Sauber - Advisor– Human Health Devices

Ms. Sauber began her career at GlaxoSmithKline in a top sales role and has won multiple awards for running a $20M+ per quarter territory while performing an analyst role while on a rotation. After working in the healthcare space, Ms. Sauber joined a fintech specialty lender backed by Goldman Sachs as Vice President. As an executive at a fast growth fintech company, Ms. Sauber built strategic partnerships with companies in various verticals to build proprietary lending solutions, helping businesses achieve their financial goals. In 2017, she and her team originated more than $50 million in capital needs.

Cynthia Ekberg Tsai - Advisor – Business Development

Ms. Tsai is known for her unique skills in working with executives from companies that desire strategic advice and hands on experience in partnering, investment and brand building in the US, Europe, South America and Asia. In 2020, she was designated one of the top 100 people in finance. She is currently Chief Executive Officer of Tana Systems, a global software and IT company based in the U.S. and India. Ms. Tsai leads a team of 50 engineers in the U.S. and 500 engineers in India. She is also the Chief Executive Officer of Healthquest, a global biotechnology and medical technologies advisory firm.

Dr. Tichafa Munyikwa - Regulatory Affairs

Dr. Munyikwa has over 20 years’ experience at major Ag Biotech companies as a Senior Research Scientist and Global Regulatory Expert. He has worked in the fields of agribusiness, biotechnology, plant molecular and cell biology, biologicals, RNA interference, genome editing, and synthetic biology. Dr. Munyikwa received his Ph.D. in Cell and Molecular Biology from Wageningen University (The Netherlands).

Rod Turner - Advisor – Financing

Mr. Turner is the Chief Executive Officer of Manhattan Street Capital specializing in Reg A+, Reg D and US STO advisory services. He was a senior executive for two IPOs to NASDAQ (Ashton-Tate and Symantec). Mr. Turner built a VC firm and was an angel investor in Ask Jeeves, INFN, AMRS, eASIC, and Bloom Energy. His background is as an engineer and he has skills in all areas of business. Mr. Turner is a sought-after speaker in the areas of Reg A+ and Reg D financings.

Miro Cernetig - Advisor – Brand Strategy & Communications

Mr. Cernetig is the founder of Catalytico ~ ideas in motion. He has built brands for companies and projects with values measured in the billions of dollars. An award-winning journalist and filmmaker, Mr. Cernetig brings deep research and story-making to brands and strategy, thanks to decades of travel throughout Canada, Asia, Europe and the United States. He has written for The Globe & Mail as bureau chief in Beijing, New York, Vancouver, Alberta and The Arctic. His writing has appeared in The International Herald Tribune, The Economist and The Toronto Star, where he was Montreal bureau chief. His films have been broadcast internationally on the BBC, CBC, National Geographic and other networks.

Arnold Peinado – Advisor – Business Development

Mr. Peinado is a retired partner of the international law firm of Milbank, Tweed, Hadley & McCloy. He was a senior partner in the Firm’s Global Securities group and Transportation and Space Finance team. He joined the firm in 1982 as an associate, having received a JD from Harvard Law School and an MBA Harvard Business School. Mr. Peinado has been a member of the board of the Urban Justice Center since 1995 and is also: a trustee of the New Jersey Chapter of The Nature Conservancy, a leading conservation and environmentally focused NGO, a director of iCivics, the largest provider of on-line civic education in the US and a director of the Alleluia Fund, the grants-making arm of the Episcopal Diocese of Newark, N.J.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the period from February 5, 2019 (Inception) to December 31, 2019, we compensated our executive officers as follows. We did not pay cash compensation to our directors in connection with their board service in 2019.

Name	Capacities in which compensation was received	Cash compensation ($) (1)	Other compensation ($) (2)	Total compensation ($)
Rodney W. Reum	Executive Chairman	144,000	Nil	144,000
Steven C. Eror	Chief Executive Officer (3)	Nil	Nil	Nil
Nicolette A. Keith	Chief Financial Officer	144,000	Nil	144,000
Kenneth F. Reardon	Chief Science Officer	45,000	Nil	45,000
David W. Smalley	General Counsel (4)	Nil	Nil	Nil
Yu-Cheng (Mike) Kao	Vice President Finance	Nil	Nil	Nil

(1)	Payment of these amounts has been deferred as discussed below.
(2)	Equity-based compensation that we have agreed to grant to the named individuals is discussed below.
(3)	Appointed as CEO on December 1, 2019.
(4)	Appointed as General Counsel on May 1, 2020.

Mr. Reum serves as Executive Chairman pursuant to a Consulting Agreement we have entered into with Caballarius Global Holdings Inc. Under that Agreement, Caballarius, of which Mr. Reum is a principal, is entitled to fees of $16,000 per month and a one-time signing bonus of $32,000. These amounts are deferred pending our completing a financing of not less than $2.5 million. If we become a reporting company on any recognized public exchange or our shares are qualified under Regulation A of the Securities Act, this monthly fee increases to $20,000. Mr. Reum was issued 1,340,000 shares for services provided to the Company prior to April 2019. In addition, under this agreement we have agreed to grant to Mr. Reum incentive stock options exercisable for 150,000 shares of our Common Stock at $0.25 per share for a period of 10 years and an additional incentive stock options exercisable into 150,000 shares of our Common Stock at $2.50 per share for a period of 10 years. Mr. Reum is also eligible to participate in any future benefit or bonus programs that we may establish for senior executives.

Mr. Eror was appointed to be our Chief Executive Officer by our board of directors on December 1, 2019. Mr. Eror receives no salary, bonus or other form of earned income in connection with his service as our Chief Executive Officer. We have agreed to reimburse Mr. Eror for his expenses incurred in connection with his services to our company, including an expense allowance of $3,000 per month.

Ms. Keith serves as Chief Financial Officer pursuant to a Consulting Agreement we have entered into with 2K Services Ltd. Under that Agreement, 2K, of which Ms. Keith is a principal, is entitled to fees of $16,000 per month and a one-time signing bonus of $32,000. These amounts are deferred pending our completing a financing of not less than $2.5 million. If we become a reporting company on any recognized public exchange or our shares are qualified under Regulation A of the Securities Act, this monthly fee increases to $20,000. Ms. Keith was issued 740,000 shares for services provided to the Company prior to April 2019. In addition, under this agreement we have agreed to grant to Ms. Keith incentive stock options exercisable for 150,000 shares of our Common Stock at $0.25 per share for a period of 10 years and an additional incentive stock options exercisable into 150,000 shares of our Common Stock at $2.50 per share for a period of 10 years. Ms. Keith is also eligible to participate in any future benefit or bonus programs that we may establish for senior executives.

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Mr. Smalley serves as General Counsel pursuant to a Consulting Agreement we have entered into with David Smalley Law Corp. Under that Agreement, David Smalley Law Corp., of which Mr. Smalley is a principal, is entitled to fees of $10,000 per month. These amounts are deferred pending our completing a financing of not less than $2.5 million. If Mr. Smalley provides more than 40 hours of service a month, he is entitled to receive $600 per hour for each hour over 40 hours. Mr. Smalley is also eligible to participate in any future benefit or bonus programs that we may establish for senior executives

Dr. Reardon serves as Chief Science Officer pursuant to a Consulting Agreement we have entered into with KFR Tech, LLC, Under that Agreement, KFR Tech, of which Dr. Reardon is a principal, is entitled to fees of $5,000 per month for 40 hours of service each month and a one-time signing bonus of $10,000. These amounts are deferred pending our completing a financing of not less than $2.5 million. If Dr. Reardon provides more than 40 hours of service a month, he is entitled to receive $125 per hour for each hour over 40. Dr. Reardon was issued 300,000 shares for services provided to the Company prior to April 2019. In addition, under this agreement we have agreed to grant to Dr. Reardon incentive stock options exercisable for 150,000 shares of our Common Stock at $0.25 per share for a period of 10 years and an additional incentive stock options exercisable into 150,000 shares of our Common Stock at $2.50 per share for a period of 10 years. Dr. Reardon is also eligible to participate in any future benefit or bonus programs that we may establish for senior executives.

Mr. Kao serves as Vice President Finance pursuant to a Consulting Agreement we have entered into and he is entitled to fees of $5,000 per month for 40 hours of service each month beginning on the date that our Offering Statement for this offering is qualified by the SEC. The payment of these amounts is deferred pending our completing a financing of not less than $2.5 million. If Mr. Kao provides more than 40 hours of service a month, he is entitled to receive $125 per hour for each hour over 40. In addition, under this agreement we have agreed to grant to Mr. Kao incentive stock options exercisable for 100,000 shares of our Common Stock at $0.25 per share for a period of 10 years and an additional incentive stock options exercisable into 100,000 shares of our Common Stock at $2.50 per share for a period of 10 years. Mr. Kao is also eligible to participate in any future benefit or bonus programs that we may establish for senior executives.

We intend to award our non-management board members each 200,000 shares of options to purchase our company’s stock for their services in 2020.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets out, as of May 25, 2020, the voting securities of the company that are owned by executive officers and directors or that they have a right to acquire. No other person holds more than 10% of any class of the company’s voting securities or has the right to acquire those securities. The address of each officer and director is the Company’s address as set forth on the cover page of this Offering Circular.

Name and address of beneficial owner	Title of class	Amount and nature of beneficial ownership		Amount and nature of beneficial ownership acquirable (1)		Percent of class
Executive Officers and Directors
Rodney W. Reum Director and Executive Chairman	Common Stock		3,600,000		300,000		10.1	%
Steven C. Eror Director and Chief Executive Officer	Common Stock		nil		nil		nil
Nicolette A. Keith Chief Financial Officer	Common Stock		740,000		300,000		2.7	%
Kenneth F. Reardon Chief Science Officer	Common Stock		600,000		300,000		2.3	%
Yu-Cheng (Mike) Kao Vice President Finance	Common Stock		1,000,000		200,000		3.1	%
Michael B. Harrison Director	Common Stock		2,561,618		200,000		7.1	%
David W. Smalley Director and General Counsel	Common Stock		1,657,296		200,000		4.8	%
Larry K. Doan Director	Common Stock		500,000		200,000		1.8	%
All current executive officers and directors as a group (8 people)	Common Stock		10,658,914		1,700,000		30.8	%

(1) Represents options to purchase the identified number of shares of Common Stock and assumes that all such options are vested.

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

On March 26, 2019, we entered into an assignment of Intellectual Property Rights and a Research License and Royalty Calculation Agreement with Pebble Labs. The Chief Executive Officer and Chief Counsel and both directors of Pebble Labs are now directors of the company. Pebble Labs has assigned to us any and all intellectual property rights relating to the Improved Fluorescent Resonance Energy Transfer Based Biosensor Proteins and Their Methods of Use Thereof, U.S. Provisional Patent No. 6273,0424 filed on September 12, 2018, for a one-time payment of $500,000 and an ongoing royalty fee equal to 1.5% of net sales derived from products resulting from the Provisional Patent. The one-time fee is payable on or before September 30, 2020. On September 12, 2019, the Provisional Patent was converted to Patent Application US 19/50813.

On April 13, 2020 we entered into an assignment of intellectual property rights from OptiEnz Sensors, LLC for consideration of $50,000, previously advanced to OptiEnz during 2019. Our Chief Science Officer, Dr. Ken Reardon is a founder and principal of OptiEnz. Under the assignment, OptiEnz has assigned any and all intellectual property rights relating to a portable instrument and associated software for measuring fluorescence resonance energy transfer (“FRET”) between pairs of fluorophores. The instrument, software, and methods developed can be used to measure FRET between any fluorophore pair and can make simultaneous measurements of multiple fluorophore pairs. In addition, we will pay a royalty to OptiEnz of 5% of the net sales of the product up to a total royalty payment of $450,000, after which the royalty payment will be 1.5% of the net sales of the product. During 2019, we advanced $50,000 to OptiEnz for development work on QuaraSense product, which was applied towards the purchase of intellectual property under the assignment.

As noted under “Compensation of Directors and Executive Officers,” the cash compensation payable to our executive officers has been deferred pending completion of an offering of not less than $2.5 million,

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SECURITIES BEING OFFERED

The company is offering up to 3,082,779 shares of Common Stock and the selling shareholders are offering up to 365,497 shares of Common Stock. See “Plan of Distribution and Selling Security Holders.”

CAPITAL STOCK

General

Our company was incorporated in the State of Wyoming on February 5, 2019. 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 our articles of incorporation (“Articles”), a copy of which has been filed as an exhibit to the Offering Statement of which this Offering Circular is a part. For a complete description of our capital stock, you should refer to the Articles and to the applicable provisions of Wyoming law.

We are authorized to issue and unlimited number of shares of Common Stock, without par value. As of May 25, 2020, our outstanding shares of capital stock consisted of 38,457,361 shares. We have also agreed to issue shares of common stock to Colorado State University Research Foundation as discussed under “The Company’s Business—Intellectual Property” or In addition, we have granted 3,500,000 options under our Stock Option Plan. Our Stock Option Plan reserves for issuance a number of shares equal to 15% of the number of shares of Common Stock that are issued, or 5,768,604 shares of Common Stock as of May 25, 2020.

Voting Rights

Each holder of the company’s Common Stock is entitled to one vote for each share on all matters submitted to a vote of the shareholders, including the election of directors. Directors are elected by a plurality of the votes cast by the shares entitled to vote; shareholders do not have a right to cumulate their votes for directors.

Dividend Rights

Holders of Common Stock are entitled to receive dividends, as may be declared from time to time by the Board of Directors out of legally available funds. 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 a voluntary or involuntary liquidation, dissolution, or winding up of the company, the holders of Common Stock are entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all debts and other liabilities of the company.

Preferred Stock

The company is not authorized to issue any preferred stock.

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PLAN OF DISTRIBUTION AND SELLING SECURITY HOLDERS

We are offering a maximum of 3,082,779 shares of Common Stock to the public and certain of our shareholders are offering a maximum of 365,497 shares of Common Stock, in each case at a price of $5.80 per share on a “best efforts” basis. There is no minimum offering amount; however, the minimum investment for each investor is $580.00, or 100 shares. Potential investors should be aware that there can be no assurance that any other funds will be invested in this offering other than their own funds.

We plan to market the securities in this offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our Offering Circular or “testing the waters” materials on an online investment platform.

The offering will terminate at the earliest of: (1) the date at which the maximum offering amount has been sold, (2) the date which is three years from this offering being qualified by the SEC, and (3) the date at which the offering is earlier terminated by us at our sole discretion.

The company may undertake one or more closings on a rolling basis. At each closing 70% of the shares sold to new investors will be newly issued shares sold by us and 30% will be shares sold by the selling shareholders on a pro rata basis (rounding to eliminate fractional shares) until all of the shares offered by the selling shareholders have been sold. After each closing, funds tendered by investors will be available to the company and the selling shareholders.

We and the selling shareholders are offering securities in all states.

The company has engaged Dalmore Group, LLC (“Dalmore”) a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services:

● Review investor information, including KYC (“Know Your Customer”) data, AML (“Anti Money Laundering”) and other compliance background checks, and provide a recommendation to the company whether or not to accept investor as a customer.

● Review each investors subscription agreement to confirm such investors participation in the offering and provide a determination to the company whether or not to accept the use of the subscription agreement for the investor’s participation.

● Contact and/or notify the company, if needed, to gather additional information or clarification on an investor;

● Not provide any investment advice nor any investment recommendations to any investor.

● Keep investor details and data confidential and not disclose to any third-party except as required by regulators or pursuant to the terms of the agreement (e.g. as needed for AML and background checks).

● Coordinate with third party providers to ensure adequate review and compliance.

As compensation for the services listed above, the company has agreed to pay Dalmore a $25,000 advance fee plus a $3,500 FINRA corporate filing fee. The advance fee will cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Dalmore, such as preparing the FINRA filing, working with our SEC counsel in providing information to the extent necessary, coordination with any third party vendors involved in this offering and any other services necessary and required. Dalmore will refund to us any portion of the advance fee related that is not used. In addition, the company and the selling shareholders will pay their proportional share of commissions to Dalmore equal to 1% of the amount raised in the offering to support the offering once the SEC has qualified the Offering Statement and the offering commences. The company estimates that total fees due to pay Dalmore would be $225,000 for a fully subscribed offering, in addition to the payment of the FINRA corporate filing fee. These assumptions were used in estimating the expenses of this offering.

The Company has engaged the Creative Direct Marketing Group, In. (“CDMG”) to design and carry out an integrated marketing strategy for this offering including branding, direct mail, digital market integration, social media, video, TV and radio. We have agreed to pay CDMG approximately $210,000 for these services.

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Incentives

The company intends to offer marketing promotions to encourage potential investors to invest, which may include offers such as branded promotional merchandise and discounts on the purchase of the Company’s products. Details on the company’s current incentives, if any, can be found on the company’s offering page found at www.manhattanstreetcapital.com/Quara.

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE INVESTMENT BENEFIT PACKAGES ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

The Online Platform

The company entered into an engagement agreement (the “Engagement Agreement”) with Manhattan Street Capital. In connection with this offering, the company will pay Manhattan Street Capital fees of $2,000 per month for its services in hosting the Offering of the shares on its online platform, including during any “testing the waters” phase. Further, the company will pay Manhattan Street Capital a technology and administration fee of $25 per investor, in cash, paid by the company when each investor deposits funds into the escrow account. The above fees do not include fees for back-end services including, but not limited to: payment processing, digital currency conversion, escrow and technology fees, AML check, and accredited investor verification. These fees may include:

● AML check fees between $2 and $6 per investor, depending on the location of the investor and

● A technology license fee of $300 per month.

For general advisory services, the company will pay Manhattan Street Capital $90,000 in cash. The company has also issued Manhattan Street Capital 100,000 shares of Common Stock in connection with the services provided under this agreement.

All fees are due to Manhattan Street Capital regardless of the success of the offerings.

Manhattan Street Capital does not directly solicit or communicate with investors with respect to offerings posted on its site, although it does advertise the existence of its platform, which may include identifying issuers listed on the platform. Our Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the www.manhattanstreetcapital.com website.

Investors’ Tender of Funds

We and the selling shareholders will conduct multiple closings on investments (so not all investors will receive their shares on the same date). The funds tendered by potential investors will be held by our escrow agent, Prime Trust, LLC (the “Escrow Agent”) and will be transferred to us and the selling shareholders at each Closing. The escrow agreement can be found in Exhibit 8 to the Offering Statement of which this Offering Circular is a part.

Process of Subscribing

You 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 you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

If you decide to subscribe for the Common Stock in this offering, you should complete the following steps:

1.	Go to www.manhattanstreetcapital.com/Quara, click on the “Invest Now” button
2.	Complete the online investment form.
3.	Deliver funds directly by check, wire, debit card, or electronic funds transfer via ACH to the specified account or deliver evidence of cancellation of debt.
4.	Once funds or documentation are received an automated AML check will be performed to verify the identity and status of the investor.
5.	Once AML is verified, investor will electronically receive, review, execute and deliver to us a subscription agreement.

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Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. Dalmore will review all subscription agreements completed by the investor. After Dalmore has completed its review of a subscription agreement for an investment in the company, the funds may be released by the Escrow Agent.

If the subscription agreement is not complete or there is other missing or incomplete information, the funds will not be released until the investor provides all required information. In the case of a debit card payment, provided the payment is approved, Dalmore will have up to three days to ensure all the documentation is complete. Dalmore will generally review all subscription agreements on the same day, but not later than the day after the submission of the subscription agreement.

All funds tendered (by check, wire, debit card, or electronic funds transfer via ACH to the specified account or deliver evidence of cancellation of debt) by investors will be deposited into an escrow account at the Escrow Agent for the benefit of the company and the selling shareholders. All funds received by wire transfer will be made available immediately while funds transferred by ACH will be restricted for a minimum of three days to clear the banking system prior to deposit into an account at the Escrow Agent.

The company and the selling shareholders maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to, in the event that an investor fails to provide all necessary information, even after further requests, in the event an investor fails to provide requested follow up information to complete background checks or fails background checks, and in the event the offering is oversubscribed in excess of the maximum offering amount.

In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, there is no maximum period of time to decide whether to accept or reject a subscription. If a subscription is rejected, funds will not be accepted by wire transfer or ACH, and payments made by debit card or check will be returned to subscribers within 30 days of such rejection without deduction or interest. Upon acceptance of a subscription, the company will send a confirmation of such acceptance to the subscriber.

Dalmore has not investigated the desirability or advisability of investment in the shares nor approved, endorsed or passed upon the merits of purchasing the shares. Dalmore is not participating as an underwriter and under no circumstance will it solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. Dalmore is not distributing any offering circulars or making any oral representations concerning this Offering Circular or this offering. Based upon Dalmore’s anticipated limited role in this offering, it has not and will not conduct extensive due diligence of this offering and no investor should rely on the involvement of Dalmore in this offering as any basis for a belief that it has done extensive due diligence. Dalmore does not expressly or impliedly affirm the completeness or accuracy of the Offering Statement and/or Offering Circular. All inquiries regarding this offering should be made directly to the company.

Upon confirmation that an investor’s funds have cleared, the company and the selling shareholders will instruct the Transfer Agent to issue shares to the investor, or transfer such shares, in the case of shares sold by the selling shareholders. The Transfer Agent will notify an investor when shares are ready to be issued or transferred and the Transfer Agent has set up an account for the investor.

Escrow Agent

The company has agreed to pay the Escrow Agent:

● $400 escrow account set-up fee,

● $30 per month escrow account fee for so long as the offering is being conducted,

● a cash management fee of 0.5% of funds processed (up to a maximum of $8,000),

● a technology platform license fee of $400.00 per month,

● a transaction fee of $10.00 per investor,

● an ACH processing fee of $2.00 per transaction,

● a wire processing fee of $15.00 per transaction (domestic),

● a check processing of $5.00 per transaction and

● debit/credit card fees of $0.35 + 3% as charged by credit/debit card processor.

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The Escrow Agent has not investigated the desirability or advisability of investment in the shares nor approved, endorsed or passed upon the merits of purchasing the securities.

Transfer Agent

The company has also engaged Colonial Stock Transfer Company, Inc. (“Colonial”), a registered transfer agent with the SEC, who will serve as transfer agent to maintain shareholder information on a book-entry basis; there are no set up costs for this service, fees for this service will be limited to secondary market activity. The company estimates the aggregate fee due to Colonial for the above services to be $6,000 annually.

Selling Security Holders

The selling shareholders that invested in Quara in 2019 will sell up to a maximum of 365,497 shares of Common Stock, representing 1% of our outstanding shares of Common Stock.

The following table sets forth the name of the selling shareholders, the number of shares of Common Stock beneficially owned by them prior to this offering, the number of shares being offered by them in this offering and the number of shares and percentage of outstanding shares of Common Stock to be beneficially owned by them after this offering, assuming that all of the selling shareholder shares are sold in the offering.

We will pay all of the expenses of the offering (other than the 1% fee charged by Dalmore and any other selling agents’ discounts and commissions, payable with respect to the selling shareholder shares sold in the offering) but will not receive any of the proceeds from the sale of selling shareholder shares in the offering.

Selling Shareholder	Amount Owned Prior to the Offering		Amount Offered by Selling Shareholder		Amount Owned after the Offering
Rodney W. Reum*		3,600,000		62,069		3,537,931
David W. Smalley*		1,657,296		19,569		1,637,727
Michael B. Harrison*		2,561,618		4,828		2,555,790
Larry K. Doan*		500,000		8,621		491,379
Nicolette A. Keith*		740,000		12,759		727,241
Yu-Cheng (Mike) Kao*		1,000,000		17,241		982,759
Kenneth F. Reardon*		600,000		10,345		589,655
Tich Munyikwa**		500,000		8,621		491,379
Richard DeRose**		200,000		3,448		196,552
Andrew Hunter*		246,234		3,534		242,701
Keara Sauber*		800,000		13,793		786,207
Steve Witt***		100,000		1,724		98,276
Brian Heinze***		100,000		1,724		98,276
Miro Cernetig*		1,000,000		17,241		982,759
Richard Sayre		3,261,278		1,724		3,259,554
Aristobulo Loaiza*		100,000		1,724		98,276
Arnold Peinado*		400,000		6,897		393,103
Gina Lupino*		300,000		5,172		294,828
White Tree Ventures LLC (1)		1,217,107		3,448		1,213,659
Kimberly Landry**		2,486,597		2,586		2,484,011
David Chu		500,000		8,621		491,379
Peter McDonough		254,979		3,448		251,531
James Berliner		400,000		6,897		393,103
Eric Briones		126,223		991		125,232
New Mexico Consortium (2)		798,838		10,345		788,493
Steve Buelow		400,000		6,897		393,103
ATP Management Company, LLC (3)		1,000,000		17,241		982,759
Bernard Ofstehage		200,000		3,448		196,552
Deirdre Kenney		600,000		25,862		574,138
Tom Herdman		500,000		21,552		478,448
David Blaeser		200,000		8,621		191,379
Monica Blaeser		200,000		8,621		191,379
Debra Lewis		200,000		8,621		191,379
Kristy Towson		200,000		8,621		191,379
Tara Hutzal		200,000		8,621		191,379
Rachel Stubbert		200,000		8,621		191,379
Svilen Stoyanov		32,500		1,401		31,099

*	These persons are directors, members of the company’s management or advisors to the company and to which we have granted options in connection with those services. These options are not included in the amount owned prior to or after the offering.
**	These persons are affiliated with Pebble Labs and to which we have granted options in connection with their efforts in developing the intellectual property that supports the QuaraSense device. Shares underlying those options are not including the amount owned prior to or after the offering.
***	These persons are affiliated with OptiEnz Sensors, LLC and to which we have granted options in connection with their efforts in developing the intellectual property that serves as the foundation for the QuaraSense device. Shares underlying those options are not including the amount owned prior to or after the offering.

(1)	The beneficial owner of White Tree Ventures LLC is Jon Bloodworth, the Managing Partner.
(2)	The beneficial owner of New Mexico Consortium is Steve Buelow, the CEO.
(3)	The beneficial owner of ATP Fund is Kyle Cox, the Managing Partner.

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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 be due by the end of April 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 September 28 each year, which will include unaudited financial statements for the six months to June 30. 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.

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.

38

QUARA DEVICES INC.

FINANCIAL STATEMENTS

For the period ended December 31, 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Quara Devices, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Quara Devices, Inc. (the “Company”) as of December 31, 2019, and the related statements of operations, stockholders’ deficit, and cash flows, for the period from February 5, 2020 (Inception) to December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not achieved positive earnings and operating cash flows to enable the Company to finance its operations internally, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ dbbmckennon

We have served as the Company’s auditor since 2020

Newport Beach, CA

May 27, 2020

F-1

QUARA DEVICES INC.

BALANCE SHEET

	December 31, 2019
Assets
Current assets
Cash	$	360,359
Loan receivable – related party		50,000
Total current assets		410,359
Deferred offering costs		20,000
Total assets		430,359
Liabilities and stockholders’ deficit
Current liabilities
Accounts payable		202
Related party payables		440,048
Total liabilities		440,250
Commitments and contingencies (Note 4)		-
Stockholders’ deficit
Common stock, no par value, unlimited authorized, 38,357,361 shares issued and outstanding		902,036
Accumulated Deficit		(911,927	)
Total stockholders’ deficit		(9,891	)
Total liabilities and stockholders’ deficit	$	430,359

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

F-2

QUARA DEVICES INC.

STATEMENTS OF OPERATIONS

	Period from February 5, 2019 (Inception) to December 31, 2019
Operating Expenses
General and administrative	$	805,284
Sales and marketing		106,643
Total operating expenses		911,927
Net loss	$	(911,927	)
Basic and diluted loss per common share	$	(0.035	)
Weighted average number of common shares outstanding – basic and diluted		25,986,288

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

F-3

QUARA DEVICES INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

	Common Stock							Total
	Number of Shares		Amount		Accumulated Deficit			Stockholders’ Deficit
Balance, February 5, 2019 (Inception)		-		-		-			-
Founders’ shares		20,357,361	$	2,036	$	-		$	2,036
Shares issued for cash		10,740,000		537,000		-			537,000
Shares issued for services		5,200,000		260,000		-			260,000
Shares issued to settle related party payables		2,060,000		103,000		-			103,000
Net loss		-		-		(911,927	)		(911,927	)
Balance, December 31, 2019		38,357,361	$	902,036	$	(911,927	)	$	(9,891	)

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

F-4

QUARA DEVICES INC.

STATEMENTS OF CASH FLOWS

	Period from February 5, 2019 (Inception) to December 31, 2019
OPERATING ACTIVITIES
Net loss	$	(911,927	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		260,000
Changes in operating assets and liabilities:
Accounts payable		202
Related party payables		543,048
Net cash used in operating activities		(108,677	)
INVESTING ACTIVITIES
Loan receivable – related party		(50,000	)
Net cash used in investing activities		(50,000	)
FINANCING ACTIVITIES
Proceeds from issuance of common shares		539,036
Deferred offering costs		(20,000	)
Net cash provided by financing activities		519,036
Change in cash during the period		360,359
Cash, beginning of period		-
Cash, end of period	$	360,359
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-
Cash paid for income taxes	$	-
Non-cash investing and financing activities:
Related party payables settled in common stock	$	103,000

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

F-5

QUARA DEVICES INC.

NOTES TO THE FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

Quara Devices Inc. (the “Company”) was incorporated by Articles of Incorporation issued pursuant to the provisions of the Wyoming Business Corporations Act on February 5, 2019 (“Inception”). The Company is an emerging med-tech & biotech company focusing on the development of revolutionary sensors including a handheld bacterial quorum sensing device to provide rapid early warning to the presence of harmful pathogens. The Company’s head office 1712 Pearl Street, Boulder, CO 80302 and its registered and records office address is 1623 Central Avenue, Suite 204, Cheyenne, WY 82001.

Risks and Uncertainties

The Company has a limited operating history and has not generated revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for testing, acceptance of technologies into the intended communities, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations.

2. GOING CONCERN

We will rely on debt and equity financing for working capital until positive cash flows from operations can be achieved and have incurred operating losses since Inception. These matters raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company’s ability to continue as a going concern is dependent upon the financial support from its shareholders and other related parties, its ability to obtain financing for the continuing exploration and development of its sensors.

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). These financial statements of the Company are presented in United States dollars, which is the Company’s functional currency

Use of estimates and judgements

The preparation of these financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the period. Actual results could differ from these estimates. The preparation of these financial statements requires management to make judgments regarding the going concern of the Company, as discussed in Note 2.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, deferred tax assets and liabilities and valuation of stock-based compensation.

F-6

QUARA DEVICES INC.

NOTES TO THE FINANCIAL STATEMENTS

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1	-	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	-	Include other inputs that are directly or indirectly observable in the marketplace.
Level 3	-	Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and cash equivalents, loan receivable – related party, accounts payable, and related party payables. Fair values for these items were assumed to approximate carrying values because of their short-term nature or they are payable on demand.

Cash and Cash Equivalents

For purpose of the statement of cash flows, the Company considers institutional money market funds and all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Offering Costs

The Company accounts for offering costs in accordance with Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the balance sheet. The deferred offering costs are netted against the proceeds of the offering in stockholders’ equity (deficit) or the related debt, as applicable. As of December 31, 2019, $20,000 in deferred offering costs were included in the accompanying balance sheet.

Stock-Based Compensation

The Company accounts for stock options issued to employees under ASC 718, Compensation – Stock Compensation. Under ASC 718, stock-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model. Restricted shares are measured based on the fair market value of the underlying stock on the grant date.

Income taxes

The Company applies ASC 740, Income Taxes (“ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities.

F-7

QUARA DEVICES INC.

NOTES TO THE FINANCIAL STATEMENTS

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit.

Loss Per Share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company maintains balances in excess of the federally insured limits.

New Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), specifying the accounting for leases, which supersedes the leases requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of consolidated financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is largely unchanged from the previous accounting standard. In addition, Topic 842 expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes several practical expedients. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 for emerging growth companies, with early adoption permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company.

In June 2016, the FASB issued guidance that sets forth a current expected credit loss impairment model for financial assets, which replaces the current incurred loss model, and in 2018 and 2019 issued amendments and updates to the new standard. This model requires a financial asset (or group of financial assets), including trade receivables, measured at amortized cost to be presented at the net amount expected to be collected with an allowance for credit losses deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. This guidance is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods using a modified retrospective transition method. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company.

F-8

QUARA DEVICES INC.

NOTES TO THE FINANCIAL STATEMENTS

In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by removing certain exceptions in existing guidance and improves consistency in application by clarifying and amending existing guidance. This guidance is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, where the transition method varies depending upon the specific amendment. Early adoption is permitted, including adoption in any interim period. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period, and all amendments must be adopted in the same period. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements.

4. COMMITMENTS AND CONTIGENCIES

We are not a party to any legal proceedings, and we are not aware of any claims or actions pending or threatened against us. In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business, the resolution of which we do not anticipate would have a material adverse impact on our financial position, results of operations or cash flows.

Intellectual Property Purchase Agreement

On March 26, 2019, the Company entered into an assignment of Intellectual Property Rights and a Research License and Royalty Calculation Agreement with Pebble Labs Inc. (Pebble). Pebble will assign any and all intellectual property rights, including all inventions and patent rights therein, copyrights, design rights, trade secrets, confidential information, and any other analogous intangible proprietary rights, whether registered or unregistered, which may subsist anywhere in the world, and all applications for registration or issuance of any of same, including all divisions, continuations, reissues, and extensions thereof, and all rights to file any such applications, and all registrations for any of same; relating to the Improved Fluorescent Resonance Energy Transfer Based Biosensor Proteins and Their Methods of Use Thereof, U.S. Provisional Patent No. 6273,0424 filed on September 12, 2018 for a one-time payment of $500,000 and an ongoing royalty fee equal to 1.5% of net sales derived from products resulting from the Provisional Patent. The one-time fee was originally payable by November 30, 2019 and was subsequently extended to September 30, 2020. In the absence of the required one-time payment or agreed upon extension, the assignment of rights becomes null and void and Pebble will retain all rights. There is no penalty for non-payment other than the loss of these rights.

On September 12, 2019, the Provisional Patent was converted to Patent Application US 19/50813.

5. SHAREHOLDERS’ DEFICIT

Common Stock

The Company is authorized to issue unlimited common shares with no par value.

On or near Inception, the Company issued 20,357,361 common shares for $0.0001 per share to founders.

During the period ended December 31, 2019, the Company issued 10,740,000 common shares at $0.05 per common share, for total cash proceeds of $537,000.

During the period, the Company issued 5,200,000 common shares at $0.05, each, for services valued at $260,000 including marketing services of $15,000, legal services of $82,000 and consulting services of $163,000. The shares were valued based on the sale price to third parties described above. Of the total, $15,000 is included in sales and marketing and $245,000 is included in general and administrative expenses in the accompanying statement of operations, respectively.

On September 30, 2019, the Company issued 2,060,000 common shares at $0.05 per common share, for settlement of related-party advances of $103,000.

F-9

QUARA DEVICES INC.

NOTES TO THE FINANCIAL STATEMENTS

Stock options

The Company has established the Quara Devices, Inc. 2019 Stock Option Plan (the “Plan”) under which it is authorized to grant stock options to executive Officers, Directors, employees, and consultants. Under the Plan, the number of options that may be issued is limited to no more than 15% of the Company’s issued and outstanding shares immediately prior to the grant. The options can be granted for a maximum term of ten (10) years and vest at the discretion of the Board of Directors. No options have been granted as of December 31, 2019. See Note 8 for subsequent events.

6. INCOME TAXES

At December 31, 2019, the Company had approximately $540,000, of net operating losses (“NOL”) carry forwards for federal and state income tax purposes. These losses are available for future years and have no expiration under current federal regulations. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.

The provision for income taxes for continuing operations consists of the following components for the period ended December 31, 2019:

Current	$	-
Deferred		-
Total tax provision for (benefit from) income taxes	$	-

A comparison of the provision for income tax expense at the federal statutory rate of 21% for the period ended December 31, 2019, the Company’s effective rate is as follows:

Federal statutory rate	21.0	%
State tax, net of federal benefit	(0.0	)
Permanent differences	(9.0	)
Valuation allowance	(12.0	)
Effective tax rate	0.0	%

At December 31, 2019, the Company had deferred tax assets of approximately $113,000 and has established a full allowance against all deferred tax assets.

7. RELATED-PARTY TRANSACTIONS

Key management personnel include those persons having the authority and responsibility of planning, directing and executing the activities of the Company. The Company has determined that its key management personnel consist of its Executive Officers and Directors. Other related parties to the Company include companies in which key management has control or significant influence. Key management personnel have received no paid salaries and have deferred compensation due them for services until specified levels of funding have been obtained. Key management and certain directors were issued 4,395,000 common shares for services provided to the Company.

The Company has common ownership with Pebble Labs Inc. The Company has assessed the common ownership as well as the voting rights of common shareholders and determined that the common shareholders do not represent a control group.

Related-party payables:

During the period ended December 31, 2019, the Company entered into agreements with certain executive officers of the Company. The agreements require that all consulting fees be accrued and deferred until the Company has completed a financing of at least $2.5 million.

F-10

QUARA DEVICES INC.

NOTES TO THE FINANCIAL STATEMENTS

	2019
Compensation deferred	$	423,000
Due to related parties for reimbursable expenses		17,048
	$	440,048

Loan receivable – related party

During the period the Company advanced $50,000 to a company controlled by an executive officer of the Company for development work on the Company’s QuaraSense product. Subsequent to the period end, the advance was applied towards the purchase of intellectual property, see Note 8.

8. SUBSEQUENT EVENTS

On April 13, 2020 the Company entered into an assignment of intellectual property rights from OptiEnz Sensors, LLC (OptiEnz) for consideration of $50,000 previously advanced to OptiEnz during 2019 and reflected as a Loan receivable – related party on the accompanying balance sheet of the Company as at December 31, 2019. OptiEnz has assigned any and all intellectual property rights, including all inventions and patent rights therein, copyrights, design rights, trade secrets, confidential information, and any other analogous intangible proprietary rights, whether registered or unregistered, which may subsist anywhere in the world, and all applications for registration or issuance of any of same, including all divisions, continuations, reissues, and extensions thereof, and all rights to file any such applications, and all registrations for any of same; relating to a portable instrument and associated software for measuring fluorescence resonance energy transfer (FRET) between pairs of fluorophores. The instrument, software, and methods developed can be used to measure FRET between any fluorophore pair and can make simultaneous measurements of multiple fluorophore pairs. In addition, the Company will pay a royalty to OptiEnz of 5% of the net sales of the product as reserved in the Assignment up to a total royalty payment of $450,000 after which the Royalty shall be calculated at 1.5% of the net sales of the product.

On May 14, 2020, the Company licensed from the Colorado State University Research Foundation an exclusive right in all territories and for all fields to the patent rights and know-how relating to technology known as PadLock-RCA-Nuclease Protection Lateral Flow Assay for the detection of pathogen sequences at the point of care. The Company will pay an upfront fee of $5,000 and pay royalties ranging from 3% to 4% based on volume of annual net sales. The Company will be subject to minimum royalty payments beginning in 2023 of $5,000 and $10,000 beginning in 2025. The Company has also agreed to milestone payments based on net sales ranging from $10,000 to $1,000,000. In addition, the Company will issue common shares upon the Company completing proof of concept work demonstrating utility in diagnosing SARS-CoV-2 in an amount equal to 1% of all issued and outstanding shares on a fully diluted basis calculated on a post-closing basis.

Under the Company’s stock option plan, on January 15, 2020 the Company granted 1,650,000 stock options to its directors, officers and advisors with an exercise price of $0.25 per share and exercisable for 10 years. The options vest quarterly in equal amounts over 24 months. In addition, the Company issued 1,650,000 stock options to its directors, officers and advisors with an exercise price of $2.50 per share and exercisable for 10 years. The options vest quarterly in equal amounts over 24 months.

Under the Company’s stock option plan, on April 15, 2020 the Company issued 100,000 stock options to advisors of the Company with an exercise price of $0.25 per share and exercisable for 10 years. The options vest quarterly in equal amounts over 24 months. In addition, the Company issued 100,000 stock options to advisors of the Company with an exercise price of $2.50 per share and exercisable for 10 years. The options vest quarterly in equal amounts over 24 months.

On May 23, 2020 the Company issued 100,000 common shares at $0.05 each to FundAthena, Inc (DBA as Manhattan Street Capital) for services valued at $5,000.

The Company has evaluated subsequent events that occurred after December 31, 2019 through May 27, 2020, the issuance date of these financial statements. There have been no other events or transactions during this time which would have a material effect on these financial statements, other than those disclosed.

F-11

PART III

INDEX TO EXHIBITS

2.1	Articles of Incorporation
2.2	Bylaws
4.1	Form of Subscription Agreement
4.2	Form of Irrevocable Power of Attorney
6.1	Independent Consulting Agreement (Rodney W. Reum)
6.2	Independent Consulting Agreement (Nicolette A. Keith)
6.3	Independent Consulting Agreement (Kenneth F. Reardon)
6.4	Independent Consulting Agreement (Yu-Cheng (Mike) Kao)
6.5	Independent Consulting Agreement (David W. Smalley)
6.6	Independent Consulting Agreement (Steven C. Eror)
6.7	2019 Stock Option Plan
6.8	Assignment of Intellectual Property Rights, dated March 26, 2019, between Pebble Labs USA Inc. and Quara Devices Inc.
6.9	Assignment of Intellectual Property Rights, dated April 13, 2020, between OptiEnz Sensors, LLC and Quara Devices Inc.
6.10	Exclusive License Agreement, dated May 14, 2020, between the Colorado State University Research Foundation and Quara Devices Inc.
8	Escrow Agreement*
11	Auditor’s Consent
12	Opinion of CrowdCheck Law, LLP*

* To be filed by amendment.

40

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 Boulder, Colorado, on May 27, 2020.

Quara Devices Inc.
By:	/s/ Steven C. Eror
	Steven C. Eror, Chief Executive Officer

The following persons in the capacities and on the dates indicated have signed this Offering Statement.

/s/ Steven C. Eror

Steven C. Eror, Chief Executive Officer and Director

Date: May 27, 2020

/s/ Nicolette A. Keith

Nicolette A. Keith, Chief Financial Officer

Principal Financial Officer, Principal Accounting Officer

Date: May 27, 2020

/s/ Rodney W. Reum

Rodney W. Reum, Executive Chairman and Director

Date: May 27, 2020

/s/ David W. Smalley

David W. Smalley, Director

Date: May 27, 2020

/s/ Michael B. Harrison

Michael B. Harrison, Director

Date: May 27, 2020

/s/ Larry K. Doan

Larry K. Doan, Director

Date: May 27, 2020

41

EX1A-15 ADD EXHB

Exhibit 2.1

   WY Secretary of State

F I L ED: 02/05/2019 02:21 PM

1 0 : 2019-000840229

ARTICLES OF INCORPORATION

OF

Quara Devices Inc.

The undersigned, acting as incorporator of a corporation under the Wyoming Business Corporation Act, W.S. §17-16-101 et seq., adopts the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation is Quara Devices Inc.

SECOND: The corporation shall have the authority to issue an unlimited numbers of shares of common stock without par value.

THIRD: The address of the initial registered office of the corporation is 1720 Carey Avenue, Suite 400, Cheyenne, WY 82001, and the name of its initial registered agent at such address is Hirst Applegate Registered Agent Services, Inc. The written consent to appointment, manually signed by the registered agent, accompanies these Articles of Incorporation.

FOURTH: The mailing address for the corporation is 2300-1066 West Hastings Street, Vancouver, British Columbia V6E 3X2.

FIFTH: John J. Metzke, whose address is 1720 Carey Avenue, Suite 400, Cheyenne, WY 82001 is the incorporator.

Dated: January 28, 2019.

/s/ John J. Metzke

JOHN J. METZKE

EX1A-2B BYLAWS

Exhibit 2.2

BYLAWS

OF

QUARA DEVICES INC.

(a Wyoming Corporation)

April 29, 2020

Table of Contents

ARTICLE I - OFFICES			3
	Section 1.	Registered Office	3
	Section 2.	Other Offices	3
ARTICLE II - CORPORATE SEAL			3
	Section 3.	Corporate Seal	3
ARTICLE III - STOCKHOLDERS’ MEETINGS			4
	Section 4.	Place of Meetings	4
	Section 5.	Annual Meeting	4
	Section 6.	Special Meetings	5
	Section 7.	Notice of Meetings	5
	Section 8.	Quorum	6
	Section 9.	Special Business	6
	Section 10.	Majority to Pass a Special Business	7
	Section 11.	Adjournment and Notice of Adjourned Meetings	7
	Section 12.	Voting Rights	7
	Section 13.	Joint Owners of Stock	7
	Section 14.	List of Stockholders	7
	Section 15.	Action Without Meeting	8
	Section 16.	Organization	8
ARTICLE IV - DIRECTORS			9
	Section 17.	Number and Term of Office	9
	Section 18.	Powers	9
	Section 19.	Term	9
	Section 20.	Vacancies	9
	Section 21.	Resignation	10
	Section 22.	Removal	10
	Section 23.	Meetings	10
	Section 24.	Quorum and Voting	11
	Section 25.	Action Without Meeting	11
	Section 26.	Fees and Compensation	12
	Section 27	Alternates	12

	Section 28.	Committees	12
	Section 29.	Organization	14
ARTICLE V - OFFICERS			14
	Section 30.	Officers Designated	14
	Section 31.	Tenure and Duties of Officers	14
	Section 32.	Delegation of Authority	15
	Section 33.	Resignations	16
	Section 34.	Removal	16
ARTICLE VI - EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION			16
	Section 35.	Execution of Corporate Instruments	16
	Section 36.	Voting of Securities Owned by the Corporation	17
ARTICLE VII - SHARES OF STOCK			17
	Section 37.	Form and Execution of Certificates	17
	Section 38.	Lost Certificates	18
	Section 39.	Transfers	18
	Section 40.	Fixing Record Dates	18
	Section 41.	Registered Stockholders	19
ARTICLE VIII - OTHER SECURITIES OF THE CORPORATION			19
	Section 42.	Execution of Other Securities	19
ARTICLE IX - DIVIDENDS			20
	Section 43.	Declaration of Dividends	20
	Section 44.	Dividend Reserve	20
ARTICLE X - FISCAL YEAR			20
	Section 45.	Fiscal Year	20
ARTICLE XI - INDEMNIFICATION			20
	Section 46.	Indemnification of Directors, Officers, Employees and Other Agents	20
ARTICLE XII - NOTICES			24
	Section 47.	Notices	24
ARTICLE XIII - AMENDMENTS			25
	Section 48.	Amendments	25
ARTICLE XIV - LOANS TO OFFICERS			25
	Section 49.	Loans to Officers	25
ARTICLE XV - MISCELLANEOUS			26
	Section 50.	Annual Report	26

BYLAWS OF QUARA DEVICES INC.

PAGE 2 OF 26

ARTICLE I - OFFICES

Section 1. Registered Office. The registered office of the Corporation in the State of Wyoming shall be Opes Registered Agent Services LLC, 1623 Central Avenue, Suite 204, in the City of Cheyenne, County of Laramie.

Section 2. Other Offices. The Corporation may also have and maintain an office or principal place of business in Cheyenne, Wyoming at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Wyoming as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II - CORPORATE SEAL

Section 3. Corporate Seal. If the Corporation has a corporate seal, it shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal-Wyoming.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

BYLAWS OF QUARA DEVICES INC.

PAGE 3 OF 26

ARTICLE III - STOCKHOLDERS’ MEETINGS

Section 4. Place of Meetings.

(a) Meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Wyoming, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the Corporation maintained pursuant to Section 2 hereof.

(b) 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 by means of remote communication. The board shall take into consideration stockholders’ ability to participate by remote communication and provide an alternative means of participation for those stockholders unable to participate by remote communication. If authorized by the board of directors in its sole discretion, and subject to guidelines and procedures the board of directors may adopt, stockholders and proxies not physically present at a meeting of stockholders may, by means of remote communication:

(i) Participate in a meeting of stockholders; and

(ii) Be deemed present in person and vote at a meeting of stockholders, whether the meeting is held at a designated place or solely by means of remote communication, provided that 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 proxy. The corporations shall implement reasonable measures to provide the stockholders and proxies 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 the proceeding. If any stockholder or proxy votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the corporation.

Section 5. Annual Meeting.

(a) The annual meeting of the stockholders of the Corporation, for the purpose of election of Directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) calendar days in advance of the date specified in the Corporation’s proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received a reasonable time before the solicitation is made. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this subsection (b). The Chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this subsection (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

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(c) Only persons who are nominated in accordance with the procedures set forth in this subsection (c) shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote in the election of Directors at the meeting who complies with the notice procedures set forth in this subsection (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation in accordance with the provisions of subsection (b) of this Section 5. Such stockholder’s notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a Director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a Director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to subsection (b) of this Section 5. At the request of the Board of Directors, any such person nominated by a stockholder for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this subsection (c). The Chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

Section 6. Special Meetings.

(a) Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer (iii) the President, (iv) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized Directors (whether or not there exist any vacancies in previously authorized Directorships at the time any such resolution is presented to the Board of Directors for adoption) or (v) by the holders of shares entitled to cast not less than twenty five percent (25%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Chief Executive Officer or the Board of Directors, as the case may be, shall fix.

(b) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the President, or the Secretary of the Corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this subsection (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 7. Notice of Meetings. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

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Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these bylaws, the presence, in person or by proxy duly authorized, of one person entitled to vote at the meeting whether present in person or by proxy who, in the aggregate, holds or represents at least 3% of the shares entitled to vote at the meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the Chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these bylaws, all action taken by the holders of a majority of the vote cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the Corporation. Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

Section 9. Special Business At a meeting of shareholders, the following business is “Special Business”:

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting; and

(b) at an annual general meeting, all business is special business except for the following:

(i)	business relating to the conduct of or voting at the meeting;
(ii)	consideration of any financial statements of the Company presented to the meeting;
(iii)	consideration of any reports of the directors or auditor;
(iv)	the setting or changing of the number of directors;
(v)	the election or appointment of directors;
(vi)	the appointment of an auditor;
(vii)	the setting of the remuneration of an auditor, if required;
(viii)	business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and
(ix)	any other business which, under these Articles of Incorporation, or by these bylaws, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

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Section 10. Majority to Pass a Special Business The majority of votes required for the Company to pass a resolution in relation to Special Business at a meeting of shareholders is two- thirds of the votes cast on the resolution.

Section 11. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the Chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 12. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the Corporation on the record date, as provided in Section 12 of these bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary at or before the meeting at which it is to be used. An agent so appointed need not be a stockholder. No proxy shall be voted after eleven (11) months from its date of creation unless the proxy provides for a longer period. All elections of Directors shall be by written ballot, unless otherwise provided in the Articles of Incorporation.

Section 13. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more person have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the District Court for the First Judicial District for relief as provided in the Wyoming Business Corporation Act. If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) above shall be a majority or even-split in interest.

Section 14. List of Stockholders. The secretary shall prepare and make, no more than two (2) days after the giving of notice of a meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address 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, during ordinary business hours, for the period from and after its preparation until conclusion of the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

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Section 15. Action Without Meeting.

(a) Unless otherwise provided in the Articles of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may 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, shall be signed by the holders of all outstanding stock entitled to vote thereon.

(b) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner herein required, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in the State of Wyoming, 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 by hand or by certified or registered mail, return receipt requested.

(c) Notwithstanding any other provision of this Section 15, no such action by written consent may be taken following the closing of an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of the Corporation.

Section 16. Organization.

(a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Lead Director, or if the Lead Director is absent, the Chief Executive Officer, or if the Lead Director is absent, the President or, in the absence of any such officer, a Chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as Chairman. The secretary, or, in his absence, an assistant secretary directed to do so by the President, shall act as secretary of the meeting.

(b) The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the Chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the Chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

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ARTICLE IV - DIRECTORS

Section 17. Number and Term of Office. The authorized number of Directors of the Corporation shall be fixed in accordance with the Articles of Incorporation, but if not fixed therein then the number shall be fixed by resolution of the Directors or the stockholders. If no other number of Directors is specified in the Articles of Incorporation or by resolution of the Directors or stockholders, the number of Directors shall be five (5). Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these bylaws.

Section 18. Powers. The powers of the Corporation shall be exercised, its business conducted, and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.

Section 19. Term. Notwithstanding the foregoing provisions of this article, the terms of the directors shall be staggered into three groups with each group containing one-third (1/3) of the total, as near as may be practicable. The terms of directors in the third group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the first group expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be chosen for a term of three (3) years to succeed those whose terms expire. Each Director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

Section 20. Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes shall be filled by either (i) the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of voting stock of the Corporation entitled to vote generally in the election of Directors (the “Voting Stock”) voting together as a single class; or (ii) by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Newly created Directorships resulting from any increase in the number of Directors shall, unless the Board of Directors determines by resolution that any such newly created Directorship shall be filled by the stockholders, be filled only by the affirmative vote of the Directors then in office, even though less than a quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new Directorship was created or the vacancy occurred and, if the Directors shall therefore have been divided into classes, until such Director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this bylaw in the case of the death, removal or resignation of any Director, or if the stockholders fail at any meeting of stockholders at which Directors are to be elected (including any meeting referred to in Section 21 below) to elect the number of Directors then constituting the whole Board of Directors.

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Section 21. Resignation. Any Director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 22. Removal. Subject to any limitations imposed by law or the Articles of Incorporation, the Board of Directors, or any individual Director, may be removed from office at any time, with or without cause by unanimous vote of the then outstanding shares of Voting Stock of the Corporation entitled to vote at an election of Directors.

Section 23. Meetings.

(a) Annual Meetings. The annual meeting of the Board of Directors shall be held immediately before or after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b) Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the Corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the State of Wyoming which has been designated by resolution of the Board of Directors or the written consent of all Directors.

(c) Special Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Wyoming whenever called by the Chairman of the Board, the President or any two of the Directors.

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(d) Telephone or Electronic Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e) Notice of Meetings. Notice of the time and place of all regular and special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, email or other electronic transmission, telegraph or telex, at least two (2) days before the meeting, or sent in writing to each Director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 24. Quorum and Voting.

(a) Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 46 hereof, for which a quorum shall be one-third of the exact number of Directors fixed from time to time in accordance with the Articles of Incorporation, but not less than one (1), a quorum of the Board of Directors shall consist of a majority of the exact number of Directors fixed from time to time by the Board of Directors or shareholders in accordance with the Articles of Incorporation, but not less than one (1); provided, however, at any meeting whether a quorum be present or otherwise, a majority of the Directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by a vote of a majority of the Directors present, in the case of an equality of votes, the chair of the meeting does have a second or casting vote unless a different vote be required by law, the Articles of Incorporation or these bylaws.

Section 25. Action Without Meeting. Unless otherwise restricted by the Articles 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, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

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Section 26. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 27 Alternates

(a) Appointment. Any director (an “appointor”) may by notice in writing received by the Company, such appointment to be revocable by notice in writing received by the Company, appoint any other director (an “appointee”) to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

(b) Voting at Meetings. A director may be appointed as an alternate director by more than one director, and an alternate director:

(i) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and once more in his or her own capacity as director;

(ii) has a separate vote at a meeting of directors for each of his or her appointors and an additional vote in his or her capacity as director;

(iii) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, and an additional vote in his or her capacity as director if such director is a member of that committee; and

(iv) has a separate vote at a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, and an additional vote in his or her capacity as director if such director is a member of that committee.

Section 28. Committees.

(a) Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an executive committee to consist of one (1) or more members of the Board of Directors. The executive committee, to the extent permitted by law and specifically granted by the Board of Directors, shall have and may exercise when the Board of Directors is not in session all powers of the Board of Directors in the management of the business and affairs of the Corporation, except such committee shall not have the power or authority to fill vacancies on the Board of Directors or any committee, to declare a dividend, authorize issuance of stock (except within limits specifically prescribed by the Board of Directors), to amend the Articles of Incorporation, to adopt an agreement of merger or consolidation, to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, to recommend to the stockholders of the Corporation a dissolution of the Corporation or a revocation of a dissolution, to amend these bylaws, to approve or propose to shareholders any other action that the Wyoming Business Corporation Act requires to be approved by shareholders, or to authorize or approve reacquisition of shares (except according to a formula or method prescribed by the Board of Directors).

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(b) Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the executive committee in these bylaws.

(c) Term. Each member of a committee of the Board of Directors shall serve a term on the committee consistent with such member’s term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. 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.

(d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the executive committee or any other committee appointed pursuant to this Section 28 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any Director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

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Section 29. Organization. At every meeting of the Directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Lead Director, or if the Lead Director is absent, the Chief Executive Officer, or if the Chief Executive Officer is absent, the President or, in the absence of any such officer, a Chairman of the meeting chosen by a majority of the Directors present, shall preside over the meeting. The secretary, or in his absence, an assistant secretary directed to do so by the Chairman, shall act as secretary of the meeting.

ARTICLE V - OFFICERS

Section 30. Officers Designated. The officers of the Corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice-Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The order of the seniority of the Vice-Presidents shall be in the order of their nomination, unless otherwise determined by the Board of Directors. The Board of Directors may also appoint one or more assistant secretaries, assistant treasurers, assistant controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of the offices of the Corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 31. Tenure and Duties of Officers.

(a) General. All officers shall hold office until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may, subject to the terms of any contract of employment or contract for services, be removed by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b) Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in subsection (c) of this Section 31.

(c) Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

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(d) Duties of Vice Presidents. The Vice-Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice President of Marketing and Technology shall be responsible for all activities related to conceptualizing and implementing the Company’s market strategy and achieving marketing targets. Additionally, the Vice President of Marketing and Technology shall be chief technology officer and responsibility over all the Company’s technical vision and leads all aspects of the Company’s technological development. The Vice-Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e) Duties of Secretary. The secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Corporation. The secretary shall give notice in conformity with these bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The secretary shall perform all other duties given him in these bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any assistant secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each assistant secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f) Duties of Treasurer/Chief Financial Officer. The treasurer (also referred to herein as “Chief Financial Officer”) shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct any assistant treasurer, or the controller or any assistant controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each assistant treasurer and each controller and assistant controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 32. Authority to Sign Contracts and Checks and Delegation of Authority. The Chairman or, in the absence of the Chairman, any other officer authorized by the Chairman, may sign, on behalf of the Corporation, those contracts, checks or other instruments that have been appropriately authorized by the Board of Directors to be executed on behalf of the Corporation, except in cases where the signing or execution of the contract or instrument is expressly reserved by the Board of Directors or delegated by this Agreement to some other agent of the Company. Notwithstanding the forgoing, all Corporation expenditures or indebtedness exceeding $100,000 per transaction require the written authorization of two or more Directors or Officers. Unless the Board of Directors has otherwise authorized by written resolution, all Corporation expenditures or indebtedness less than $100,000 per transaction may be authorized and signed for on behalf of the Corporation by either the President or the Chief Financial Officer. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

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Section 33. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract with the resigning officer.

Section 34. Removal. Any officer may be removed from office at any time, either with or without cause, by the vote or written consent of a majority of the Directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI - EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 35. Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these bylaws, and such execution or signature shall be binding upon the Corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the Chief Executive Officer or any Vice President, and by the Secretary or Chief Financial Officer or Treasurer or any assistant secretary or assistant treasurer. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

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Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 36. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, or any Vice President.

ARTICLE VII - SHARES OF STOCK

Section 37. Form and Execution of Certificates. Unless otherwise determined by the Board of Directors, the shares of the Corporation shall not be represented by certificates. Within a reasonable time after the issuance or transfer of shares, the Corporation shall send the shareholder a written statement which includes the following:

(1) That the name of the Corporation is QUARA DEVICES INC. and that it is organized under the laws of the state of Wyoming.

(2) The name of the person to whom such shares are issued.

(3) The number and class of shares and designation of series, if any.

(4) The designations, relative rights, preferences, and limitations applicable to each class and the variations in the rights, preferences, and limitations determined for each series, and the authority of the Board of Directors to determine variations for future series, if any.

In the event the Directors determine to issue certificates representing ownership of shares, certificates for the shares of stock of the Corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or assistant treasurer or the Secretary or assistant secretary, certifying the number of shares owned by him in the Corporation. Where such certificate is countersigned by a transfer agent other than the Corporation or its employee, or by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case 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, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the designations, preferences, limitations, restrictions on transfer and relative rights of the shares authorized to be issued.

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Section 38. Lost Certificates. A new certificate or certificates shall 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 of stock to be lost, stolen, or destroyed. The Corporation may require, as a condition precedent to the issuance of a new certificate or certificates, 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 or to give the Corporation a surety bond in such form and amount 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.

Section 39. Transfers.

(a) Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b) The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Wyoming Business Corporation Act.

Section 40. Fixing Record Dates.

(a) 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, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than seventy (70) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the date next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply for any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting and shall fix a new record date if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

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(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Wyoming, 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 the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 41. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, 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 Wyoming.

ARTICLE VIII - OTHER SECURITIES OF THE CORPORATION

Section 42. Execution of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the Chief Executive Officer or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an assistant secretary, or the Chief Financial Officer or treasurer or an assistant treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such person. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an assistant treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

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ARTICLE IX - DIVIDENDS

Section 43. Declaration of Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 44. Dividend Reserve. 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 Board of Directors from time to time, in their absolute 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 purpose as the Board of Directors shall think conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X - FISCAL YEAR

Section 45. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI - INDEMNIFICATION

Section 46. Indemnification of Directors, Officers, Employees and Other Agents.

(a) Directors and Executive Officers. The Corporation shall indemnify its Directors and executive officers to the fullest extent not prohibited by the Wyoming Business Corporation Act; provided, however, that the Corporation may limit the extent of such indemnification by individual contracts with its Directors and executive officers; and, provided, further, that the Corporation shall not be required to indemnify any Director or executive officer in connection with any proceeding (or part thereof) initiated by such person or any proceeding by such person against the Corporation or its Directors, officers, employees or other agents unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Wyoming Business Corporation Act.

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(b) Other Officers, Employees and Other Agents. The Corporation shall have power to indemnify its other officers, employees and other agents as set forth in the Wyoming Business Corporation Act.

(c) Good Faith.

(i) For purposes of any determination under this bylaw, a Director or executive officer shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, to have had no reasonable cause to believe that his conduct was unlawful, if his action is based on information, opinions, reports and statements, including financial statements and other financial data, in each case prepared or presented by:

(A) one or more officers or employees of the Corporation whom the Director or executive officer believe to be reliable and competent in the matters presented;

(B) counsel, independent accountants or other persons as to matters which the Director or executive officer believed to be within such person’s professional competence; and

(C) with respect to a Director, a committee of the Board upon which such Director does not serve, as to matters within such committee’s designated authority, which committee the Director believes to merit confidence; so long as, in each case, the Director or executive officer acts without knowledge that would cause such reliance to be unwarranted.

(ii) The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believe to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding, that he had reasonable cause to believe that his conduct was unlawful.

(iii) The provisions of this subsection (c) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth by the Wyoming Business Corporation Act.

(d) Expenses. The Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by any Director or executive officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this bylaw or otherwise.

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Notwithstanding the foregoing, unless otherwise determined pursuant to subsection (e) of this bylaw, no advance shall be made by the Corporation if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interest of the Corporation.

(e) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to Directors and executive officers under this bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the Director or executive officer. Any right to indemnification or advances granted by this bylaw to a Director or executive officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. The Corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Wyoming Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Wyoming Business Corporation Act, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(f) Non-Exclusivity of Rights. The rights conferred on any person by this bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaws, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its Directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Wyoming Business Corporation Act.

(g) Survival of Rights. The rights conferred on any person by this bylaw shall continue as to a person who has ceased to be a Director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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(h) Insurance. To the fullest extent permitted by the Wyoming Business Corporation Act, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this bylaw.

(i) Amendments. Any repeal or modification of this bylaw shall only be prospective and shall not affect the rights under this bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.

(j) Saving Clause. If this bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director and executive officer to the full extent not prohibited by any applicable portion of this bylaw that shall not have been invalidated, or by any other applicable law.

(k) Certain Definitions. For the purposes of this bylaw, the following definitions shall apply:

(i) The term “proceeding” shall be broadly construed and shall include without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(ii) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(iii) The term the “Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, officers, and employees or agents, so that any person who is or was a Director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this bylaw with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation if its separate existence had continued.

(iv) References to a “Director,” “officer,” “employee,” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as a Director, officer, employee, trustee or agent of another Corporation, partnership, joint venture, trust or other enterprise.

(v) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this bylaw.

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ARTICLE XII - NOTICES

Section 47. Notices.

(a) Notice to Stockholders. Whenever, under any provisions of these bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the Corporation or its transfer agent.

(b) Notice to Directors. Except as provided otherwise in subsection (e) of Section 21, any notice required to be given to any Director may be given by the method stated in subsection (a) above, or by facsimile, email or other electronic transmission, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such Director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such Director.

(c) Address Unknown. If no address of a stockholder or Director be known, notice may be sent to the office of the Corporation required to be maintained pursuant to Section 2 hereof.

(d) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or Director or Directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained.

(e) Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, email, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

(f) Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all Directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

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(g) Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any Director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such Director to receive such notice.

(h) Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or bylaws of the Corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the Wyoming Business Corporation Act, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(i) Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or bylaws of the Corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve month period, have been mailed addressed to such person at his address as shown on the records of the Corporation and have been returned undelivered, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the Wyoming Business Corporation Act, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this subsection.

ARTICLE XIII - AMENDMENTS

Section 48. Amendments. Except as otherwise set forth in subsection (i) of Section 46, these bylaws may be altered or amended or new bylaws adopted by the unanimous vote of the voting power of all of the then-outstanding shares of the Voting Stock. The Board of Directors shall also have the power to adopt, amend or repeal bylaws.

ARTICLE XIV - LOANS TO OFFICERS

Section 49. Loans to Officers. 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.

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ARTICLE XV - MISCELLANEOUS

Section 50. Annual Report.

(a) Subject to the provisions of subsection (b) of this bylaw, the Board of Directors shall cause an annual report to be sent to each stockholder of the Corporation not later than one hundred twenty (120) days after the close of the Corporation’s fiscal year. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by any report thereon of an independent accountant or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. Such report shall be sent to stockholders at least fifteen (15) days prior to the next annual meeting of the stockholders after the end of the fiscal year to which it relates.

(b) If and so long as there are fewer than 100 holders of record of the Corporation’s shares, the requirement of sending of an annual report to the stockholders of the Corporation is hereby expressly waived.

CERTIFICATE OF SECRETARY

The undersigned certifies:

(1) That the undersigned is the duly elected and acting secretary of QUARA DEVICES INC., a Wyoming Corporation; and

(2) That the foregoing bylaws constitute the bylaws of QUARA DEVICES INC. as duly adopted by a resolution of the Directors dated February 5, 2019, as amended by a resolution of the Directors dated April 29, 2020.

IN WITNESS WHEREOF, I have hereunto subscribed my name:

/s/ Rodney W. Reum

Rodney W. Reum

Chairman, Board of Directors

BYLAWS OF QUARA DEVICES INC.

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EX1A-4 SUBS AGMT

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 FUNDATHENA, INC. (DBA MANHATTAN STREET CAPITAL, INC.) (THE “PLATFORM”) OR THROUGH ANY BROKER THAT MAY BE ENGAGED BY THE COMPANY. 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.

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To:	Quara Devices Inc.
	1712 Pearl Street
	Boulder, CO 80302

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of Common Stock (the “Common Stock”), without par value, of Quara Devices Inc., a Wyoming corporation (the “Company”). Such purchases shall be made at a purchase price of $5.80 per share of 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 are sometimes referred to herein as the “Securities.” The rights of the Securities are as set forth in the Articles of Incorporation and By-laws, as amended, of the Company 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 __________________, 2020 (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 Common Stock that may be sold in this offering shall not exceed 3,448,276 shares (the “Maximum Shares”), 365, 496 of which are being sold by certain of the Company’s existing shareholders (collectively, the “Selling Shareholders”). The Company may accept subscriptions until ___________________, 2023, 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.

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2. Purchase Procedure.

(a) Payment. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities by a check for available funds made payable to “[____________]”, by ACH electronic transfer, wire transfer to an account designated by the Company, by debit card or by any combination of such methods.

(b) Escrow Arrangements. Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date 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.

Escrow Agent Name:	Prime Trust, LLC
Address
Routing Number
Account Number
Account Name
Further Instructions

Upon Closing, the Escrow Agent shall release Investor’s funds to the Company and the Selling Shareholders. 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 Colonial Stock Transfer Company, Inc. (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 Wyoming. 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.

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(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 Common Stock 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 balance sheet of the Company as of December 31, 2019 and for the period from February 5, 2019 (“Inception”) to December 31, 2019, and the related statements of income and cash flows for the period 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. dbbmckennon, which has audited the Financial Statements at December 31, 2019 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 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.

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(i)       With respect to the Selling Shareholders and the Securities being sold by them to the Investor, to the Company’s knowledge: 

a.	Title to the Shares. Each Selling Shareholder is the lawful owner of the Shares being offered for sale in the Offering by such Selling Shareholder, with good and marketable title thereto, and the Selling Shareholder has the absolute right to sell, assign, convey, transfer and deliver such Shares and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by the Selling Shareholder to the Investor, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to the Investor of such Shares, upon payment therefor, will (i) pass good and marketable title to such Shares to the relevant Investor(s), free and clear of all Claims, and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Shares.
b.	No Filings. 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 each Selling Shareholder in connection with the sale and delivery of the Shares of such Selling Shareholder being sold hereunder, except (i) for such filings as may be required under Regulation A of the Securities Act of 1933, as amended, 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 Selling Shareholder to perform its obligations under the transactions contemplated hereby.
c.	No Litigation. There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the Selling Shareholder, threatened against the Selling Shareholder which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Subscription Agreement.
d.	Non-Public Information. Selling Shareholder is not selling its Shares “on the basis of” (as defined in Rule 10b5-1 of the Exchange Act (as defined below)) any material, non-public information about the Shares or the Company.

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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) Company Information. Investor 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 Circular. Investor has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Investor acknowledges that except as set forth herein, no representations or warranties have been made to Investor, or to Investor’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(c) 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.

(d) 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.

(e) 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).

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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.

(f) Shareholder 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 shareholder (or potential shareholder) 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.

(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, the Selling Shareholders and their respective officers, directors and affiliates, and each other person, if any, who controls the Company or any Selling Shareholder 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 New York. 

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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 the Company, to:	With a required copy to:
Quara Devices Inc.	Quara Devices Inc.
Attn: Rodney Reum	Attn: General Counsel
1712 Pearl Street	1712 Pearl Street
Boulder, CO 80302	Boulder, CO 80302
rreum@cabglobal.com	David@smalleylawcorp.com

If to Investor, at Investor’s address shown on the signature page hereto, 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 this Section.

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.

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(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.

[SIGNATURE PAGE FOLLOWS]

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EX1A-4 SUBS AGMT

Exhibit 4.2

IRREVOCABLE POWER OF ATTORNEY

by and among

[NAME OF SHAREHOLDER]

and

Rodney W. Reum and Nicolette A Keith as Attorneys-in-Fact,

and

Quara Devices Inc. (a Wyoming corporation)

IRREVOCABLE POWER OF ATTORNEY

WHEREAS:

A.	The undersigned shareholder (the “Selling Shareholder”) of Quara Devices Inc., a Wyoming corporation (the “Company”) wishes to offer common shares of the Company (“Shares”) for the sale pursuant to the Offering pursuant to which the Selling Shareholder will seek to sell the respective number of shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Exhibit A attached hereto (the “Offered Shares”);
B.	The Selling Shareholder understands that the Company has filed with the Securities and Exchange Commission (the “Commission”) an Offering Statement (the “Offering Statement”) under Regulation A of the Securities Act of 1933, as amended (the “1933 Act”) in connection with the offering (the “Offering”) of shares of its Common Stock. The Selling Shareholder has elected to sell the Offered Shares in the Offering if the Offering is completed. Accordingly, the Offering will be registered under the 1933 Act, covering the Offered Shares to be sold by the Selling Shareholder.
C.	The Company may undertake one or more closings (“Closings”) in respect of the Offering on an ongoing basis. At each Closing 70% of the shares sold to investors (“Investors”) in the Offering will be newly issued shares sold by the Company and 30% will be shares sold by selling shareholders on a pro rata basis until all of the shares offered by the selling shareholders have been sold. After each Closing, funds tendered by Investors will be available to the Company and the selling shareholders including the Selling Shareholder in their pro rata amount.
D.	The Selling Shareholder, by executing and delivering this Irrevocable Power of Attorney (this “Agreement”), confirms the Selling Shareholder’s willingness and intent to sell the Offered Shares in the Offering if it is completed.

NOW THEREFORE to induce the Company to enter into the Offering and to secure their performance, the Selling Shareholder agrees as follows:

1. Appointment of Attorneys-in-Fact; Grant of Authority. For purposes of effecting the sale of the Offered Shares pursuant to the Offering, the Selling Shareholder irrevocably makes, constitutes and appoints Rodney W. Reum and Nicolette A. Keith, and each of them, true and lawful agents and attorneys-in- fact of the Selling Shareholder (each, an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”), each with full power and authority, subject to the terms and provisions hereof, to act hereunder, individually, collectively, or through duly appointed successor attorneys-in-fact (it being understood that each Attorney- in-Fact shall have full power to make and substitute any executive officer of the Company in the place and stead of such Attorney-in-Fact (or, in the event of the death, disability or incapacity of any Attorney-in-Fact, any remaining Attorney-in-Fact may appoint a substitute therefor), and the Selling Shareholder hereby ratifies and confirms all that each Attorney-in-Fact or successor attorney-in-fact shall do pursuant to this Agreement), in his or their sole discretion (it being understood and agreed that the Attorneys-in-Fact may, unless otherwise specified herein, act individually), all as hereinafter provided, in the name of and for and on behalf of the Selling Shareholder, as fully as could the Selling Shareholder if present and acting in person, with respect to the following matters in connection with and necessary and incident to the registration and sale of the Selling Shareholder’s Shares in the Offering:

(a) to authorize and direct the Company’s Escrow Agent (“Escrow Agent”), Prime Trust LLC, and the Company’s Transfer Agent (“Transfer Agent”), Colonial Stock Transfer Company, Inc, and any other person or entity to take any and all actions as may be necessary or deemed to be advisable by the Attorneys-in-Fact or any of them to effect the sale, transfer and disposition of any or all of the Selling Shareholder’s Offered Shares in the Offering as the Attorneys-in-Fact or any of them may, in their sole discretion, determine, including to direct the Escrow Agent or Transfer Agent with respect to:

(i) the transfer on the stock record books of the Company of the Offered Shares in order to effect such sale (including the names in which the Offered Shares are to be issued and the denominations thereof);

(ii)	the delivery of the Offered Shares to Investors with, if necessary, appropriate stock powers or other instruments of transfer duly endorsed or in blank against receipt by the Company of the purchase price to be paid therefor;
(iii)	the payment by the Company (which payment may be made out of the proceeds of any sale of the Offered Shares) of the expenses 1, if any, to be borne by the Selling Shareholder pursuant to the Offering and such other costs and expenses as are agreed upon by such Attorney-in-Fact to be borne by the Selling Shareholder (any expenses incurred on behalf of shall be apportioned among all shareholders and the Company on the basis of the respective number of shares of Common Stock to be sold by them pursuant to the Offering); and
(iv)	the remittance to the Selling Shareholder of the balance of the proceeds from any sale of the Offered Shares.

(b) to prepare, execute and deliver any and all documents (the “Offering Documents”) on behalf of the Selling Shareholder with respect to the Offering, with such insertions, changes, additions or deletions therein as the Attorneys-in-Fact or any of them, in their sole discretion, may determine to be necessary or appropriate (which may include a decrease, but not an increase, in the number of Offered Shares to be sold by the Selling Shareholder), and containing such terms as such Attorneys-in-Fact or any of them, shall determine, including the public offering price per share, the purchase price per share to be paid by Investors, and provisions concerning the Offering (it being understood that the legal opinions, officers’ certificates, “comfort” letters and other documents to be delivered pursuant to the Offering have not, at the date hereof, been negotiated) the execution and delivery of such documents by any Attorney-in-Fact to be conclusive evidence with respect to his or her approval thereof, including the making of all representations and agreements to be made by, and the exercise of all authority thereunder vested in, the Selling Shareholder, and to carry out and comply with each and all of the provisions of the Offering Documents;

¹ Expenses will be payable to Dalmore Group, a licensed broker-dealer who are due a 1% commission on gross sales in the Offering in exchange for them providing the following services; (a) Review investor information, including KYC (“Know Your Customer”) data, AML (“Anti Money Laundering”) and other compliance background checks, and provide a recommendation to the company whether or not to accept investor as a customer, (b) review each investors subscription agreement to confirm such investors participation in the offering, and provide a determination to the company whether or not to accept the use of the subscription agreement for the investors participation (c) contact and/or notify the company, if needed, to gather additional information or clarification on an investor (d) keep investor details and data confidential and not disclose to any third-party except as required by regulators or pursuant to the terms of the agreement (e.g. as needed for AML and background checks) and (e) coordinate with third party providers to ensure adequate review and compliance.

(c)

to take any and all actions that may be necessary or deemed to be advisable by the Attorneys-in- Fact, or any of them, in their sole discretion, with respect to the Offering, including, without limitation, approval of amendments to the Offering Statement or any preliminary prospectus, the execution, acknowledgment and delivery of any certificates, documents, undertakings, representations, agreements and consents, which may be required by the Commission, appropriate authorities of states or other jurisdictions or legal counsel or such certificates, documents, undertakings, representations, agreements and consents as may otherwise be necessary or appropriate in connection with the registration of the Common Shares of the Company under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the securities or blue sky laws of the various states and foreign jurisdictions or necessary to facilitate sales of the Offered Shares;

(d)

to take or cause to be taken any and all further actions, and to execute and deliver, or cause to be executed and delivered, any and all such certificates, instruments, reports, contracts, orders, receipts, notices, requests, applications, consents, undertakings, powers of attorney, instructions, certificates, letters and other writings, including communications to the Commission, documents, stock certificates and share powers and other instruments of transfer and closing as may be required to complete the Offering or as may otherwise be necessary or deemed to be advisable or desirable by the Attorneys- in-Fact, or any of them, in connection therewith, with such changes or amendments thereto as the Attorneys-in-Fact or any of them may, in their sole discretion, approve (such approval to be evidenced by their signature thereof), as may be necessary or deemed to be advisable or desirable by the Attorneys-in-Fact or any of them to effectuate, implement and otherwise carry out the transactions contemplated by Offering and this Agreement, or as may be necessary or deemed to be advisable or desirable by the Attorneys-in-Fact, or any of them, in connection with the registration of the Common Shares of the Company, pursuant to the 1933 Act, the 1934 Act or the securities or blue sky laws of the various states and foreign jurisdictions, the sale of the Shares to the Underwriters or the public offering thereof;

(e) if necessary, to endorse (in blank or otherwise) on behalf of the Selling Shareholder any certificate or certificates representing the Offered Shares that may be issued, whether in connection with the Conversion or otherwise, or a stock power or powers attached to such certificate or certificates.

The execution of this Agreement shall not in any manner revoke, in whole or in part, any power of attorney that the Selling Shareholder has previously executed.

2. Sole Authority of Attorneys-in-Fact and the Company. The Selling Shareholder agrees that each and any Attorney-in-Fact has the sole authority to agree with the Company (including any pricing or similar committee established by the Board of Directors of the Company) upon the price, provided that such price is not less than US$5.80 per share or such lower price per share as mandated by the Commission, at which the Shares will be sold to the public under the Offering. The Selling Shareholder further agrees that the Company may withdraw the Offering Statement and terminate the Offering in its sole discretion for any reason whatsoever or for no reason, without any liability to the Selling Shareholder.

3. Irrevocability. The Selling Shareholder has conferred and granted the power of attorney and all other authority contained herein for the purpose of completing the Offering and in consideration of the actions of the Company in connection therewith. Therefore, the Selling Shareholder hereby agrees that all power and authority hereby conferred is coupled with an interest and is irrevocable and, to the fullest extent not prohibited by law, shall not be terminated by any act of the Selling Shareholder or by operation of law or by the occurrence of any event whatsoever, including, without limitation, the death, disability, incapacity, revocation, termination, liquidation, dissolution, bankruptcy, dissolution of marital relationship or insolvency of the Selling Shareholder (or if more than one, either or any of them) or any similar event (including, without limiting the foregoing, the termination of any trust or estate for which the Selling Shareholder is acting as a fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate, or the dissolution or liquidation of any corporation, partnership or other entity). If, after the execution of this Agreement, any such event shall occur before the completion of the transactions contemplated by the Purchase Agreement and/or this Agreement, the Attorneys-in-Fact and the Transfer Agent and Escrow Agent are nevertheless authorized and directed to complete all of such transactions, including the delivery of the Selling Shareholder’s Shares to be sold to the Underwriters, as if such event had not occurred and regardless of notice thereof.

4. Representations, Warranties and Agreements. The Selling Shareholder represents and warrants to the Company that the following representations and warranties are true and complete in all material respects as of the date hereof, as of the date of qualification of the Offering Statement by the Commission, and as 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. An entity will be deemed to have “knowledge” of a particular fact or other matter if one of such entity’s current officers, directors, managing member or any officer or director thereof, general partner or any officer or director thereof, or similar person of authority with respect to such Selling Shareholder has, or at any time had, actual knowledge of such fact or other matter:

(a)

Authorization of Agreement. Selling Shareholder has all necessary power and authority, including corporate under all applicable provisions of law to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of Selling Shareholder, 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, (ii) as limited by general principles of equity that restrict the availability of equitable remedies, and (iii) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.

(b)

Title to the Shares. Selling Shareholder is the lawful owner of the Offered Shares, with good and marketable title thereto, and the Selling Shareholder has the absolute right to sell, assign, convey, transfer and deliver such Offered Shares and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by the Selling Shareholder to Investors, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to Investors of such Offered Shares, upon payment therefor, will (i) pass good and marketable title to such Offered Shares to the relevant Investor(s), free and clear of all Claims, and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Offered Shares.

(c)	No Filings. 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 Selling Shareholder in connection with the acceptance, delivery and performance by the Selling Shareholder of this Agreement or the sale and delivery of the Offered Shares of such Selling Shareholder being sold in the Offering, except (i) for such filings as may be required under Regulation A of the Securities Act of 1933, as amended, 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 Selling Shareholder to perform its obligations hereunder and the transactions contemplated hereby.
(d)	No Litigation. There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the Selling Shareholder, threatened against the Selling Shareholder which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement.
(e)	Non-Public Information. Selling Shareholder is not selling its Shares “on the basis of” (as defined in Rule 10b5-1 of the Exchange Act) any material, non-public information about the Offered Shares or the Company.

(f)	Spousal Consent. The Selling Shareholder (if a natural person) has caused his or her spouse to join in and consent to the terms of this Agreement by executing the Consent of Spouse in the form attached hereto as Exhibit B and this reference incorporated herein or, if such Consent of Spouse is unsigned, the Selling Shareholder (if a natural person) has no spouse.
(g)	Subsequent POA. Any subsequent power of attorney executed by the Selling Shareholder will expressly provide that the execution of such power of attorney will not revoke this Agreement.

The foregoing representations, warranties and agreements are for the benefit of and may be relied upon by the Attorneys-in-Fact, the Company, the Transfer Agent, the Escrow Agent and their respective legal counsel.

5. Release. Subject to the provisions of Section 7 hereof, the Selling Shareholder hereby agrees to release and does release the Attorneys-in-Fact and each of them and the Escrow Agent and Transfer Agent from any and all liabilities, joint or several, to which they may become subject insofar as such liabilities (or action in respect thereof) arise out of or are based upon any action taken or omitted to be taken, including but not limited to not proceeding with the Offering for any reason whatsoever, by the Attorneys-in- Fact, the Escrow Agent or the Transfer Agent pursuant hereto, except for their gross negligence, willful misconduct or bad faith.

6. Waiver. Subject to the provision of Section 7 hereof, the Selling Shareholder acknowledges and agrees that, by accepting payment for the Offered Shares purchased by Investors the Selling Shareholder forever releases and discharges the Company and its heirs, successors and assigns from any and all claims whatsoever that the Selling Shareholder now has, or may have in the future, arising out of, or related to the Offered Shares.

7. Indemnification.

(a) The Selling Shareholder agrees to indemnify and hold harmless the Attorneys-in-Fact, the Escrow Agent, and the Transfer Agent and their respective officers, agents, successors, assigns and personal representatives with respect to any act or omission of or by any of them in good faith in connection with any and all matters contemplated by this Agreement.

(b) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability that it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

8. Termination. This Agreement shall terminate upon the earliest to occur of:

(a)

the date, if any, on which the Offering Statement is withdrawn from the Commission; and

(b)

the date on which the final Closing (to be determined in sole discretion of the Company) in respect of the Offering in which Offered Shares are to be sold is consummated and the proceeds have been distributed to the Selling Shareholder, whether or not all the Offered Shares owned by the Selling Shareholder are sold in the Offering, subject, however, to all lawful action done or performed by the Attorneys-in-Fact, or any of them, or the Escrow Agent or Transfer Agent pursuant hereto prior to the termination of this Agreement.

Notwithstanding any such termination, the representations, warranties and covenants of the Selling Shareholder contained herein and the provisions of Sections 5, 6 and 7 hereof shall survive the sale and delivery of the Offered Shares and the termination of this Agreement and remain in full force and effect. Following any termination of this Agreement, the Attorneys-in-Fact, the Escrow Agent and the Transfer Agent shall have no further responsibilities or liabilities to the Selling Shareholder hereunder except to redeliver to the Selling Shareholder its Offered Shares not sold in the Offering and to distribute to the Selling Shareholder its portion of the net proceeds of the Offering, if any.

9. Notices. Any notice required to be given pursuant to this Agreement shall be deemed given if in writing and delivered in person, or if given by telephone or telegraph if subsequently confirmed by letter:

(a)	to Rodney W. Reum as Attorney-in-Fact, PO Box 10, 140 Arlayne Road Kaleden, BC V0H 1K0
(b)	to Nicolette A. Keith as Attorney-in-Fact, 665 Harmony Crt, Kelowna, BC, V1W 2M1
(c)	to the Company at , 1812 Pearl Street, Boulder, CO, 80302
(d)	to the Selling Shareholder at the addresses set forth in the stock records of the Company.

10. Applicable Law. The validity, enforceability, interpretation and construction of this Agreement shall be determined in accordance with the substantive laws of the State of Colorado.

11. Binding Effect. All authority herein conferred or agreed to be conferred shall survive the death, disability or incapacity of the Selling Shareholder, and this Agreement shall inure to the benefit of, and shall be binding upon, the Attorneys-in-Fact, the Selling Shareholder and the Selling Shareholder’s heirs, executors, administrators, successors and assigns. The Escrow Agent, the Transfer Agent, the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact.

12. Recitals. The recitals to this Agreement are incorporated herein by reference and shall be deemed to be a part of this Agreement.

13. Counterparts. This Agreement may be signed in any number of counterparts, each of which constituting an original but all of which together constituting one instrument.

14. Electronic Signature. This Agreement and any other certificates, documents, undertakings, representations, agreements or consents contemplated hereby or delivered in connection herewith, including, without limitation, the Purchase Agreement, may be executed by an electronic signature or electronic transmission as permitted under applicable law or regulation, and shall be deemed to be written, signed and dated for purposes of execution.

15. Partial Unenforceability. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[SIGNATURE PAGE FOLLOWS]

This Irrevocable Power of Attorney has been entered into as of ________________.

UNDERSIGNED

Very truly yours,

By:

Name:

Title:

ATTORNEYS-IN-FACT

Rodney W. Reum hereby accepts the appointment as Attorney-in-Fact pursuant to the foregoing Irrevocable Power of Attorney and agrees to abide by and act in accordance with the terms of said Agreement.

Dated as of _________________

Name: Rodney W. Reum

Nicolette A. Keith hereby accepts the appointment as Attorney-in-Fact pursuant to the foregoing Irrevocable Power of Attorney and agrees to abide by and act in accordance with the terms of said Agreement.

Dated as of _________________

Name: Nicolette A. Keith

QUARA DEVICES INC.

This Irrevocable Power of Attorney has been entered into as of _______________.

QUARA DEVICES INC.

By:

Name: Rodney W. Reum

Title: Executive Chairman

EXHIBIT A

OFFERED SHARES

Selling Shareholder	Amount Owned Prior to the Offering	Amount Offered by Selling Shareholder	Amount Owned after the Offering
[NAME]	xxxxxxx	xxxxxxx	xxxxxxx

For Non Individual Holders:

Please list the names of all beneficial holders ² of the entity below:

² “beneficial owners” is anyone who has sole or shared voting or investment power in respect of the entity. see Rule 13d-3 under the securities exchange act for guidance. https://www.law.cornell.edu/cfr/text/17/240.13d-3

EXHIBIT B

CONSENT OF SPOUSE

I confirm that I am the spouse or another person who has a community property or similar interest in the Offered Stock of the Selling Shareholder, I confirm that I have read and understood the terms of the Irrevocable Power of Attorney and I consent to the terms thereof, including the sale of the shares of Common Stock.

Dated as of _________________

(Signature of Spouse)

Name:

EX1A-15 ADD EXHB

Exhibit 6.1

INDEPENDENT CONSULTING AGREEMENT

THIS AGREEMENT made as of the 01st day of June 2019 (the “Effective Date”).

BETWEEN:

QUARA DEVICES INC., a corporation incorporated under the laws of the State of Wyoming. (the “Company”)

AND:

Caballarius Global Holdings Inc.., having its business office at 140 Arlayne Road, Kaleden, BC, V0H 1K0 (the “Consultant”)

THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained the parties hereto agree as follows:

1.	Principal. The “Principal” of the Consultant is Rod Reum.
2.	Services. The Company agrees to engage the Consultant to provide services to the Company, including but not limited to those services described in Schedule A attached hereto (the “Services”), as required by the Company from time to time, and to appoint the Principal as the Executive Chairman of the Company.
3.	Representations and Warranties. The Consultant represents and warrants that:

(a)	The Consultant has the required qualifications, skills and experience to perform the Services;
(b)	The Consultant will only engage the services of Rod Reum to perform the Services on behalf of the Consultant.
(c)	the Consultant will comply with all applicable laws and regulations in the course of providing the Services; and
(d)	the Consultant will not, by carrying out the Services, be in a position of conflict of interest with the Company or with any third party, and will not provide services to any other person during the term of this agreement which may create such a conflict of interest, provided however that if the Consultant can foresee a conflict of interest he/she may proceed with the conflicted relationship with the prior agreement of the Board of Directors of the Company.

4. Term. This Agreement shall take effect as of the Effective Date and shall continue in effect for a term of one (1) year (Initial Term) thereafter automatically renewing on the anniversary of the Effective date for successive one-year terms (Continuing Term), unless and until terminated pursuant to clause 15 hereof.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

5.

Relationship of Parties. The Consultant shall provide the Services to the Company on a non- exclusive basis and the Consultant shall be free to provide its services to third-parties during the Term, provided however that the Consultant shall not provide such services to third parties in such a way that is inconsistent with any provisions hereof, or that so occupy the Consultant’s time and efforts as to impair or diminish the quality, professionalism or performance of the Services provided to the Company hereunder. It is expressly agreed, represented and understood that the parties have entered into an arms’ length independent contract for the rendering of the Services and that the Consultant is not an employee of the Company.

6.

Fees for Services. In exchange for the Services, the Company shall pay to the Consultant fees based upon the following:

(a)	For the Initial Term, a monthly fee of $16,000 will be paid. The initial term fees will be accrued and not paid until 15 days after Quara completes a financing, conducted after the effective date, of not less than $2,500,000.
(b)	a one-time signing bonus of two times the Initial Term monthly fee on such date as the initial term monthly fees are first paid.
(c)	For the Continuing Term, a monthly fee to be agreed upon by the parties prior to the commencement of the Continuing Term but in no case less than the Initial Term monthly fees;
(d)	The Consultant will be eligible to participate in any future bonus or benefit programs commensurate with the senior officer position.
(e)	Should the Company’s shares at any time become a reporting entity on any recognized public exchange or qualified by the SEC under Regulation A pursuant to the United States JOBS Act during the term the fees for services set out in paragraph 6(a) shall increase to $20,000 per month.

7.

Stock Option Offer. In addition to the fees mentioned under clause 5, and as further consideration for the Consultant agreeing to enter into this Agreement, the Company will, at such time as the Company has completed a Founders and Seed round, grant to the Consultant’s principal Rod Reum, 150,000 incentive stock options of the Company exercisable into shares of the Company at $0.25 per share for a period of 10 years and, 150,000 incentive stock options of the Company exercisable into shares of the Company at $2.50 per share for a period of 10 years all in accordance with the terms of a stock option agreement to be entered into between the parties. Stock Options will vest as per the stock option agreement.

8.

Reporting. The Consultant will report to the Board of Directors of the Company or other designated nominee. The Consultant will be based in Kaleden, BC but agrees that it will make such visits to the Company’s offices and labs wherever they are located, third party facilities, conferences or elsewhere, periodically throughout the year when required upon reasonable notice by the Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

9.	Expenses. The Company will reimburse the Consultant for reasonable expenses incurred in the performance of the Services, including specific equipment required by the Consultant while traveling such as laptop, mobile phone and appropriate plan after the Consultant submits an expense report with appropriate supporting documentation. Any such equipment shall remain the property of the Consultant at the termination of this agreement. Any data, information or Company provided software shall remain the property of the Company. The Company recognizes that it receives value from the Consultants Principal’s professional status and will reimburse the Consultant for the Principal’s reasonable cost to maintain his/her professional designations.
10.	Policies and Rules. The Consultant must comply with all applicable laws, regulations, policies, and rules implemented or amended by the Company, from time to time, which are brought to the Consultant’s notice or of which the Consultant should reasonably be aware.
11.	Indemnity. The Company shall indemnify and save harmless the Consultant, its officers, directors, consultants and agents (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from:

(a)	any and all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which any of the Indemnified Parties may suffer as a result of the negligence, willful misconduct or the default of the Company, the Directors, Officers and Employees of the Company; and
(b)	any and all costs, charges, legal fees and expenses reasonably incurred by the Consultant in connection with defending any civil, criminal, statutory or administrative action, proceeding or other remedy with respect to any such alleged liability.
(c)	The Company shall ensure that Directors and Officers insurance, Entity Indemnification and Entity Securities Liability is maintained and that the Consultants Principal is an insured person. In the event that the Company cannot obtain Directors and Officers Liability insurance, the Company agrees to pay any and all legal fees as a result of any legal action brought for alleged wrongful acts of the Principal in her capacity as an officer.
(d)	This indemnification will survive the termination of this Agreement.

12.

Intellectual Property and Confidential Information

12.1

Intellectual Property. The term “Intellectual Property” shall mean any and all confidential and/or proprietary knowledge, data, or information of Company. “Intellectual Property” includes, but is not limited to, (a) trade secrets, inventions, mask works, ideas, processes, formulae, source and object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and customers (including customer lists); (c) information regarding the skills and compensation of other Consultants of the Company; and (d) sales and marketing techniques or procedures, operations, potential acquisitions, new location plans, perspective and executed contracts and other business relationships or arrangements. Notwithstanding the foregoing, it is understood that at all such times Consultant is free to use information which is generally known in the trade or industry, which is not gained as a result of a breach of this Agreement, or which results from Consultant’s own, skill, knowledge, know-how, and experience to whatever extent and in whichever way it wishes subject to the other terms and conditions of this Agreement.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

12.2

Confidentiality. Consultant acknowledges and understands that the Company has exerted great efforts and expense to develop its Intellectual Property as defined above and that such Intellectual Property is very difficult to protect and is extremely valuable to the Company. In order to protect the Company’s very valuable Intellectual Property, Consultant agrees not to, at any time during or after its engagement with the Company, directly or indirectly, divulge, disclose or communicate to any person, firm or corporation in any manner whatever any Intellectual Property of the Company. While engaged as a consultant of the Company, Consultant may only use Intellectual Property concerning any matters affecting or relating to the Company or the business of the Company for a purpose which is necessary to the carrying out of its duties as an Consultant of the Company, and Consultant may not make use of any Intellectual Property of the Company after it is no longer an Consultant of Company. Consultant agrees to the above without regard to whether all of the above matters will be deemed confidential, material or important, it being stipulated by the parties that all Intellectual Property, whether written or otherwise, is presumed to be important, material and confidential information of Company for purposes of this Agreement, except to the extent that such information may be otherwise lawfully and readily available to the general public. Consultant agrees that all of the Intellectual Property is owned exclusively by Company and shall at all times be kept confidential. Consultant further agrees that it will, upon termination of its engagement with Company, return to Company all books, records, lists and other written, typed or printed materials, or any other materials or information kept on any media whatsoever of or related to the Company, whether furnished by the Company or prepared by Consultant, which contain any Intellectual Property, and Consultant agrees that it will neither make nor retain any copies of such materials after termination of engagement. For purposes of this paragraph, references to the business or information of or relating to the Company shall include the information or business of any subsidiary or affiliate of Company.

12.3

Third Party Information: Consultant understands that the Company has received and, in the future will receive from third parties confidential or Intellectual Property of their own (“Third Party Information”), subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of its engagement and thereafter, Consultant will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company Personnel who need to know such information in connection with their work for the Company) or use, except in connection with its work for the Company, Third Party Information unless expressly authorized in writing.

12.4 Use of Information of Prior Companies or Others: Consultant will not improperly use or disclose any confidential information or trade secrets, if any, of any former company or any other person to whom it has an obligation of confidentiality and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former company or any other person to whom it has an obligation of confidentiality unless consented to in writing by that former company or person. Consultant will use in the performance of its duties only information which is generally known and used by persons with training and experience comparable to its own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

13.	Non-Competition, Non-Solicitation, Non-Disparagement
13.1	Non-Competition. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant agrees that it will not, directly or indirectly, as an individual, as a member, employee, or agent of a firm, as a shareholder, director, officer, consultant or agent of a corporation, or as part of any other organization or group, participate in, assist, engage in, advise or consult for, lend money to, guarantee the debts or obligations of, permit its name to be used by, or be in any way connected with a business which competes in any way with the intellectual property (the “Non Competition”). Non-Competition is limited to business activities surrounding the research, the commercial application of research, licensing of intellectual property and commercialization of proprietary technology related to fluorescent resonance energy transfer-based sensors. This non-compete is not intended to prevent the Consultant from continued participation in building brands and serving as an advisor to business entities within the US or international industries. The Consultant agrees to abide by section 2 (d) herein to ensure transparency with CEO of the Company and inform the Company of all adjacent consulting or Board engagements within related industries to ensure activities by the consultant are not misunderstood to be in competition with the essence of the Company as noted herein. Further, the Consultant agrees that should he(she) become a director of the Company he will abide by all fiduciary duties expected of a director including recusing himself from director votes if he is in a conflict as a result of his other consulting arrangements with other companies.
13.2	Non-Solicitation. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant will not, directly or indirectly:

(a)	persuade or induce any customer of Company to patronize any other business similar in nature to all or part of Company’s business or the business of an Affiliate or which competes in any way with the business of Company or an Affiliate; and
(b)	request or advise any customer of Company or an Affiliate to withdraw, curtail or cancel such customer’s business with Company or an Affiliate.

13.3 Mutual Non-Disparagement Neither the Company, its officers or directors, the Consultant nor the Principal shall publish or communicate disparaging or derogatory statements or opinions about the Company, its officers or directors, the Consultant or the Principal including, but not limited to, disparaging or derogatory statements or opinions about the Company’s or Consultants ownership, management, products or services, to any third party; provided, however, that it shall not be a breach of this Agreement for the Company or Consultant or Principal to testify truthfully in any judicial or administrative proceeding or to make statements or allegations in legal filings that are based on reasonable belief and are not made in bad faith.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

14.	Recourse on Breach. The Company acknowledges that damages would be an insufficient remedy for a breach of this agreement and understands that the Consultant may apply to a court for injunctive relief to restrain the Company’s breach, or threatened breach, of this Agreement in addition to damages arising from the breach or threatened breach.
15.	Termination. Upon execution of this Agreement the Initial Term of this agreement is non- cancellable by the Company. The Continuing Term of this Agreement may be terminated at any time by the Company upon provision of 60 days written notice to Consultant of its intention to terminate The Term of this Agreement may be terminated at any time by the Consultant upon provision of 60 days written notice to the Company of its intention to terminate. Upon receipt of such written notice, the Consultant shall perform only those Services necessary to complete any Services requested by the Company up to and including the date of receipt of such written notice. Company may only provide notices to terminate Consultant when the Companies obligations to the Consultant set forth in clause 6 and 9 are paid in full.
16.	Independent Legal Advice. The Consultant agrees that it has had independent legal advice or the opportunity to receive same in connection with the execution of this agreement and has read this agreement in its entirety understands its contents and is signing this agreement freely and voluntarily without duress or undue influence from any party.
17.	Currency. All monies which are referred to in this Agreement are, unless expressly stated otherwise, expressed in lawful money of the United States of America.
18.	Entire Agreement. This agreement supersedes all prior agreements, whether written or oral, express or implied, between the parties, and constitutes the entire agreement between the parties.
19.	Assignment. The Company may assign this agreement. The Consultant may only assign this Agreement with the written consent of the Company.
20.	Enurement. This Agreement shall bind and enure to the benefit of the Company’s successors and assigns, and the Consultant’s successors and permitted assigns.
21.	Amendment and Waiver. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties.
22.	Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision and any invalid provision will be severable from this agreement.
23.	Governing Law. This Agreement is governed by and is to be considered, interpreted and enforced in accordance with the laws of the State if Colorado USA and applicable Federal laws. The Consultant hereby attorns to the non-exclusive jurisdiction of the courts of Wyoming, USA.
24.	Headings. All headings in this agreement are for convenience only and shall not be used for the interpretation of this agreement.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

25.

Confidentiality of Agreement. The terms of this agreement are confidential and neither the Consultant nor the Company may disclose its terms without the written consent of the other party with the exception of disclosure to legal or financial advisors, and disclosure required by the law.

26.

Counterparts. This Agreement may be executed by manual signatures or through the use of electronic signatures, and in as many counterparts as may be necessary, and each of which so signed shall be deemed to be an original and provided that all of the parties hereto have executed a counterpart, such counterparts together shall constitute one and the same Agreement. Such executed copy may be transmitted by pdf attachment to an email, via an electronic signing platform such as DocuSign, facsimile or other electronic method of transmission, and the reproduction of signatures by any such method before mentioned will be treated as binding as if originals.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Consulting Agreement.

QUARA DEVICES INC.
By:	/s/ Nicolette Keith	/s/ Rod Reum
	Nicolette Keith, CFO	Rod Reum
Caballarius Global Holdings Inc.
By:	/s/ Rod Reum
	Rod Reum

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

SERVICES DESCRIPTION

Job Title: Executive Chairman of Quara Devices Inc.	Location: Based at Home (currently Kaleden, BC)
Department: Business Team	Reports to: Board of Directors of the Company
Revision Date: June 2019	Fair Labor Standards Act (FLSA): Exempt

Position Overview

This position is a senior business officer for the Company and is specifically responsible for Quara Devices Inc. and the Divisions of the Company. The position reports to the Board of Directors of the Company

Responsibilities

Responsibilities are all those required of the Executive Chairman of a startup biotech company and as requested by the Board of Directors including but not limited to:

● Direct the implementation of business strategy, plans, policies and objectives as established by the board of directors.

● Oversee the creation of annual operating plans that support strategic directions set by the board and correlate with annual operating budgets.

● Collaborates with the board to define and articulate the organization’s vision and to develop strategies for achieving that vision.

● Develop and monitor strategies for ensuring the long-term financial viability of the organization.

● To represent the Company at the highest level.

● In conjunction with the Officers of the Company oversee the operations of organization and manage its compliance with legal and regulatory requirements.

● In conjunction with the Officers of the Company oversee the design of performance incentive programs for staff & management.

● In conjunction with the Officers of the Company oversee the evaluation of effectiveness of performance incentive programs.

● Assist the CEO and CFO in corporate negotiations.

● Confer with company officers to plan business objectives, to develop organizational policies to coordinate functions and operations between subsidiaries and departments.

● Establish responsibilities and procedures for attaining objectives.

● Review activity reports to determine progress and status in attaining objectives and revise objectives and plans in accordance with current conditions.

● Plan and develop industrial, labor, and public relations policies designed to improve the Company’s image and relations with customers, employees, stockholders, regulators and the public.

● Evaluate performance of executives for compliance with established policies and objectives of the Company and contributions in attaining objectives.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

● Confer with company officers on strategy for and liaison with stock market, business press and business analyst’s community.

● In conjunction with the CEO and CFO, responsible for company insurance, import/export administration, licensing, contracts and agreements, legal areas and activities, corporate level negotiations (eg premises, plant, trading, acquisitions and divestments, disposals), major supplier/customer/partner relationships, regulatory bodies relationships and strategies, approvals and accreditations.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

EX1A-15 ADD EXHB

Exhibit 6.2

INDEPENDENT CONSULTING AGREEMENT

THIS AGREEMENT made as of the 01^st day of June 2019 (the “Effective Date”).

BETWEEN:

QUARA DEVICES INC., a corporation incorporated under the laws of the State of Wyoming. (the “Company”)

AND:

2K Services Ltd., having its business office at 665 Harmony Court, Kelowna, BC, V1W 2M1 (the “Consultant”)

THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained the parties hereto agree as follows:

1.	Principal. The “Principal” of the Consultant is Nicolette Keith.
2.	Services. The Company agrees to engage the Consultant to provide services to the Company, including but not limited to those services described in Schedule A attached hereto (the “Services”), as required by the Company from time to time, and to appoint the Principal as the Chief Financial Officer of the Company.
3.	Representations and Warranties. The Consultant represents and warrants that:

(a)	The Consultant has the required qualifications, skills and experience to perform the Services;
(b)	The Consultant will only engage the services of Nicolette Keith to perform the Services on behalf of the Consultant.
(c)	the Consultant will comply with all applicable laws and regulations in the course of providing the Services; and
(d)	the Consultant will not, by carrying out the Services, be in a position of conflict of interest with the Company or with any third party, and will not provide services to any other person during the term of this agreement which may create such a conflict of interest, provided however that if the Consultant can foresee a conflict of interest he/she may proceed with the conflicted relationship with the prior agreement of the Executive Chairman of the Company.

4. Term. Agreement shall take effect as of the Effective Date and shall continue in effect for a term of one (1) year (Initial Term) thereafter automatically renewing on the anniversary of the Effective date for successive one-year terms (Continuing Term), unless and until terminated pursuant to clause 15 hereof.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

5.

Relationship of Parties. The Consultant shall provide the Services to the Company on a non- exclusive basis and the Consultant shall be free to provide its services to third-parties during the Term, provided however that the Consultant shall not provide such services to third parties in such a way that is inconsistent with any provisions hereof, or that so occupy the Consultant’s time and efforts as to impair or diminish the quality, professionalism or performance of the Services provided to the Company hereunder. It is expressly agreed, represented and understood that the parties have entered into an arms’ length independent contract for the rendering of the Services and that the Consultant is not an employee of the Company.

6.

Fees for Services. In exchange for the Services, the Company shall pay to the Consultant fees based upon the following:

(a)	For the Initial Term, a monthly fee of $16,000 will be paid (the “Initial Term Fee”). The Initial Term Fee will be accrued and not paid until 15 days after the Company completes a financing, conducted after the Effective Date, of not less than $2,500,000.
(b)	a one-time signing bonus of two times the Initial Term monthly fee on such date as the initial term monthly fees are first paid.
(c)	For the Continuing Term, a monthly fee to be agreed upon by the parties prior to the commencement of the Continuing Term but in no case less than the Initial Term monthly fees;
(d)	The Consultant will be eligible to participate in any future bonus or benefit programs commensurate with his/her position as a senior officer of the position.
(e)	Should the Company’s shares at any time become a reporting entity on any recognized public exchange or qualified by the SEC under Regulation A pursuant to the United States JOBS Act during the term the fees for services set out in paragraph 6(a) shall increase to $20,000 per month.

7.

Stock Option Offer. In addition to the fees mentioned under clause 5, and as further consideration for the Consultant agreeing to enter into this Agreement, the Company will, at such time as the Company has completed a Founders and Seed round, grant to the Consultant’s principal Nicolette Keith, 150,000 incentive stock options of the Company exercisable into shares of the Company at $0.25 per share for a period of 10 years and, 150,000 incentive stock options of the Company exercisable into shares of the Company at $2.50 per share for a period of 10 years all in accordance with the terms of a stock option agreement to be entered into between the parties. Stock Options will vest as per the stock option agreement.

8.

Reporting. The Consultant will report to the Executive Chairman of the Company or other designated nominee. The Consultant will be based in Kelowna, BC but agrees that it will make such visits to the Company’s offices and labs wherever they are located, third party facilities, conferences or elsewhere, periodically throughout the year when required upon reasonable notice by the Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

9.	Expenses. The Company will reimburse the Consultant for reasonable expenses incurred in the performance of the Services, including specific equipment required by the Consultant while traveling such as laptop, mobile phone and appropriate plan after the Consultant submits an expense report with appropriate supporting documentation. Any such equipment shall remain the property of the Consultant at the termination of this agreement. Any data, information or Company provided software shall remain the property of the Company. The Company recognizes that it receives value from the Consultants Principal’s professional status and will reimburse the Consultant for the Principal’s reasonable cost to maintain his/her professional designations.
10.	Policies and Rules. The Consultant must comply with all applicable laws, regulations, policies, and rules implemented or amended by the Company, from time to time, which are brought to the Consultant’s notice or of which the Consultant should reasonably be aware.
11.	Indemnity. The Company shall indemnify and save harmless the Consultant, its officers, directors, consultants and agents (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from:

(a)	any and all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which any of the Indemnified Parties may suffer as a result of the negligence, willful misconduct or the default of the Company, the Directors, Officers and Employees of the Company; and
(b)	any and all costs, charges, legal fees and expenses reasonably incurred by the Consultant in connection with defending any civil, criminal, statutory or administrative action, proceeding or other remedy with respect to any such alleged liability.
(c)	The Company shall ensure that Directors and Officers insurance, Entity Indemnification and Entity Securities Liability is maintained and that the Consultants Principal is an insured person. In the event that the Company cannot obtain Directors and Officers Liability insurance, the Company agrees to pay any and all legal fees as a result of any legal action brought for alleged wrongful acts of the Principal in her capacity as an officer.
(d)	This indemnification will survive the termination of this Agreement.

12.

Intellectual Property and Confidential Information

12.1

Intellectual Property. The term “Intellectual Property” shall mean any and all confidential and/or proprietary knowledge, data, or information of Company. “Intellectual Property” includes, but is not limited to, (a) trade secrets, inventions, mask works, ideas, processes, formulae, source and object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and customers (including customer lists); (c) information regarding the skills and compensation of other Consultants of the Company; and (d) sales and marketing techniques or procedures, operations, potential acquisitions, new location plans, perspective and executed contracts and other business relationships or arrangements. Notwithstanding the foregoing, it is understood that at all such times Consultant is free to use information which is generally known in the trade or industry, which is not gained as a result of a breach of this Agreement, or which results from Consultant’s own, skill, knowledge, know-how, and experience to whatever extent and in whichever way it wishes subject to the other terms and conditions of this Agreement.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

12.2

Confidentiality. Consultant acknowledges and understands that the Company has exerted great efforts and expense to develop its Intellectual Property as defined above and that such Intellectual Property is very difficult to protect and is extremely valuable to the Company. In order to protect the Company’s very valuable Intellectual Property, Consultant agrees not to, at any time during or after its engagement with the Company, directly or indirectly, divulge, disclose or communicate to any person, firm or corporation in any manner whatever any Intellectual Property of the Company. While engaged as a consultant of the Company, Consultant may only use Intellectual Property concerning any matters affecting or relating to the Company or the business of the Company for a purpose which is necessary to the carrying out of its duties as an Consultant of the Company, and Consultant may not make use of any Intellectual Property of the Company after it is no longer an Consultant of Company. Consultant agrees to the above without regard to whether all of the above matters will be deemed confidential, material or important, it being stipulated by the parties that all Intellectual Property, whether written or otherwise, is presumed to be important, material and confidential information of Company for purposes of this Agreement, except to the extent that such information may be otherwise lawfully and readily available to the general public. Consultant agrees that all of the Intellectual Property is owned exclusively by Company and shall at all times be kept confidential. Consultant further agrees that it will, upon termination of its engagement with Company, return to Company all books, records, lists and other written, typed or printed materials, or any other materials or information kept on any media whatsoever of or related to the Company, whether furnished by the Company or prepared by Consultant, which contain any Intellectual Property, and Consultant agrees that it will neither make nor retain any copies of such materials after termination of engagement. For purposes of this paragraph, references to the business or information of or relating to the Company shall include the information or business of any subsidiary or affiliate of Company.

12.3

Third Party Information: Consultant understands that the Company has received and, in the future will receive from third parties confidential or Intellectual Property of their own (“Third Party Information”), subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of its engagement and thereafter, Consultant will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company Personnel who need to know such information in connection with their work for the Company) or use, except in connection with its work for the Company, Third Party Information unless expressly authorized in writing.

12.4 Use of Information of Prior Companies or Others: Consultant will not improperly use or disclose any confidential information or trade secrets, if any, of any former company or any other person to whom it has an obligation of confidentiality and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former company or any other person to whom it has an obligation of confidentiality unless consented to in writing by that former company or person. Consultant will use in the performance of its duties only information which is generally known and used by persons with training and experience comparable to its own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

13.

Non-Competition, Non-Solicitation, Non-Disparagement

13.1

Non-Competition. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant agrees that it will not, directly or indirectly, as an individual, as a member, employee, or agent of a firm, as a shareholder, director, officer, consultant or agent of a corporation, or as part of any other organization or group, participate in, assist, engage in, advise or consult for, lend money to, guarantee the debts or obligations of, permit its name to be used by, or be in any way connected with a business which competes in any way with the intellectual property (the “Non Competition”). Non-Competition is limited to business activities surrounding the research, the commercial application of research, licensing of intellectual property and commercialization of proprietary technology related to fluorescent resonance energy transfer-based sensors. This non-compete is not intended to prevent the Consultant from continued participation in building brands and serving as an advisor to business entities within the US or international industries. The Consultant agrees to abide by section 2 (d) herein to ensure transparency with CEO of the Company and inform the Company of all adjacent consulting or Board engagements within related industries to ensure activities by the consultant are not misunderstood to be in competition with the essence of the Company as noted herein. Further, the Consultant agrees that should he(she) become a director of the Company he will abide by all fiduciary duties expected of a director including recusing himself from director votes if he is in a conflict as a result of his other consulting arrangements with other companies.

13.2 Non-Solicitation. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant will not, directly or indirectly:

(a)	persuade or induce any customer of Company to patronize any other business similar in nature to all or part of Company’s business or the business of an Affiliate or which competes in any way with the business of Company or an Affiliate; and
(b)	request or advise any customer of Company or an Affiliate to withdraw, curtail or cancel such customer’s business with Company or an Affiliate.

13.3 Mutual Non-Disparagement. Neither the Company, its officers or directors, the Consultant nor the Principal shall publish or communicate disparaging or derogatory statements or opinions about the Company, its officers or directors, the Consultant or the Principal including, but not limited to, disparaging or derogatory statements or opinions about the Company’s or Consultants ownership, management, products or services, to any third party; provided, however, that it shall not be a breach of this Agreement for the Company or Consultant or Principal to testify truthfully in any judicial or administrative proceeding or to make statements or allegations in legal filings that are based on reasonable belief and are not made in bad faith.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

14.	Recourse on Breach. The Company acknowledges that damages would be an insufficient remedy for a breach of this agreement and understands that the Consultant may apply to a court for injunctive relief to restrain the Company’s breach, or threatened breach, of this Agreement in addition to damages arising from the breach or threatened breach.
15.	Termination. Upon execution of this Agreement the Initial Term of this agreement is non- cancellable by the Company. The Continuing Term of this Agreement may be terminated at any time by the Company upon provision of 60 days written notice to Consultant of its intention to terminate The Term of this Agreement may be terminated at any time by the Consultant upon provision of 60 days written notice to the Company of its intention to terminate. Upon receipt of such written notice, the Consultant shall perform only those Services necessary to complete any Services requested by the Company up to and including the date of receipt of such written notice. Company may only provide notices to terminate Consultant when the Companies obligations to the Consultant set forth in clauses 6 and 9 are paid in full.
16.	Independent Legal Advice. The Consultant agrees that it has had independent legal advice or the opportunity to receive same in connection with the execution of this agreement and has read this agreement in its entirety understands its contents and is signing this agreement freely and voluntarily without duress or undue influence from any party.
17.	Currency. All monies which are referred to in this Agreement are, unless expressly stated otherwise, expressed in lawful money of the United States of America.
18.	Entire Agreement. This agreement supersedes all prior agreements, whether written or oral, express or implied, between the parties, and constitutes the entire agreement between the parties.
19.	Assignment. The Company may assign this agreement. The Consultant may only assign this Agreement with the written consent of the Company.
20.	Enurement. This Agreement shall bind and enure to the benefit of the Company’s successors and assigns, and the Consultant’s successors and permitted assigns.
21.	Amendment and Waiver. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties.
22.	Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision and any invalid provision will be severable from this agreement.
23.	Governing Law. This Agreement is governed by and is to be considered, interpreted and enforced in accordance with the laws of the State if Colorado USA and applicable Federal laws. The Consultant hereby attorns to the non-exclusive jurisdiction of the courts of Wyoming, USA.
24.	Headings. All headings in this agreement are for convenience only and shall not be used for the interpretation of this agreement.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

25.

Confidentiality of Agreement. The terms of this agreement are confidential and neither the Consultant nor the Company may disclose its terms without the written consent of the other party with the exception of disclosure to legal or financial advisors, and disclosure required by the law.

26.

Counterparts. This Agreement may be executed by manual signatures or through the use of electronic signatures, and in as many counterparts as may be necessary, and each of which so signed shall be deemed to be an original and provided that all of the parties hereto have executed a counterpart, such counterparts together shall constitute one and the same Agreement. Such executed copy may be transmitted by pdf attachment to an email, via an electronic signing platform such as DocuSign, facsimile or other electronic method of transmission, and the reproduction of signatures by any such method before mentioned will be treated as binding as if originals.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Consulting Agreement.

QUARA DEVICES INC.
By:	/s/ Rod Reum	/s/ Nicolette Keith
	Rod Reum, Executive Chairman	Nicolette Keith
2K Services Ltd.
By:	/s/ Nicolette Keith
	Nicolette Keith

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

SERVICES DESCRIPTION

Job Title: Chief Financial Officer of Quara Devices Inc.	Location: Based at Home (currently Kelowna, BC)
Department: Business Team	Reports to: Executive Chairman and to the Board of Directors of the Company
Revision Date: June 2019	Fair Labor Standards Act (FLSA): Exempt

Position Overview

This position is a senior business officer for the Company and is specifically responsible for Quara Devices Inc. and the Divisions of the Company. The position reports to the Executive Chairman of the Company

Responsibilities

Responsibilities are all those required of the Chief Financial Officer of a startup biotech company and as requested by the Executive Chairman including but not limited to:

● Responsible for contributing to the Company’s vision, mission, goals, and strategies;

● Oversee the financial functions of the Company;

● Create annual operating plans that support strategic directions set by the board and CEO and correlate with annual operating budgets;

● Provide a focus on wealth maximization that adds to the value to the Company.

● Develop and monitor strategies for ensuring the long-term financial viability of the organization.

● Represent the Company at the highest level.

● Assist the CEO in corporate negotiations when required.

● Confer with company officers to plan business objectives, to develop organizational policies to coordinate functions and operations between subsidiaries and departments.

● Establish responsibilities and procedures for attaining objectives.

● Confer with company officers on strategy for and liaison with stock market, business press and business analyst’s community.

● Support the CEO and other executives, where requested, with company import/export administration, licensing, contracts and agreements, corporate level negotiations (eg. acquisitions and divestments, disposals), major supplier/customer/partner relationships, regulatory bodies relationships and strategies, approvals and accreditations.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

EX1A-15 ADD EXHB

Exhibit 6.3

INDEPENDENT CONSULTING AGREEMENT

THIS AGREEMENT made as of the 01^st day of June 2019 (the “Effective Date”). BETWEEN:

QUARA DEVICES INC., a corporation incorporated under the laws of the State of Wyoming. (the “Company”)

AND:

KFR Tech, LLC, having its business office at 703 Harts Gardens Lane, Fort Collins, CO. 80521 (the “Consultant”)

THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained the parties hereto agree as follows:

1.	Principal. The “Principal” of the Consultant is Kenneth Reardon.
2.	Services. The Company agrees to engage the Consultant to provide services to the Company, including but not limited to those services described in Schedule A attached hereto (the “Services”), as required by the Company from time to time, and to appoint the Principal as the Chief Science Officer of the Company.
3.	Representations and Warranties. The Consultant represents and warrants that:

(a)	The Consultant has the required qualifications, skills and experience to perform the Services;
(b)	The Consultant will only engage the services of Kenneth Reardon to perform the Services on behalf of the Consultant.
(c)	the Consultant will comply with all applicable laws and regulations in the course of providing the Services; and
(d)	the Consultant will not, by carrying out the Services, be in a position of conflict of interest with the Company or with any third party, and will not provide services to any other person during the term of this agreement which may create such a conflict of interest, provided however that if the Consultant can foresee a conflict of interest he may proceed with the conflicted relationship with the prior agreement of the Chief Executive Officer or Chairman of the Company. Notwithstanding anything to the contrary contained in this Agreement, it is expressly acknowledged and agreed to by the parties that Consultant is currently engaged in performing services related to sensors for OptiEnz Sensors LLC and Colorado State University (the “Third Party Services”). The parties agree that (i) the Third Party Services are not in conflict with the Consultant’s Services under this Agreement, (ii) the Consultant may continue the Third Party Services during the term of this Agreement, and (iii) Consultant’s performance of the Third Party Services shall not constitute a violation of this Agreement whatsoever.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

4.	Term. This Agreement shall take effect as of the Effective Date and shall continue in effect for a term of one (1) year (Initial Term) thereafter renewing on June 01, 2020 for a term of one (1) year (Continuing Term) thereafter renewable by mutual agreement of the parties on the anniversary of the Effective date for successive one-year terms, unless terminated earlier pursuant to clause 15 hereof.
5.	Relationship of Parties. The Consultant shall provide the Services to the Company on a non- exclusive basis and the Consultant shall be free to provide the Third Party Services as well as other services to third-parties during the Term, provided however that the Consultant shall not provide such services to third parties in such a way that is inconsistent with any provisions hereof, or that so occupy the Consultant’s time and efforts as to impair or diminish the quality, professionalism or performance of the Services provided to the Company hereunder. It is expressly agreed, represented and understood that the parties have entered into an arms’ length independent contract for the rendering of the Services and that the Consultant is not an employee of the Company.
6.	Fees for Services. In exchange for the Services, the Company shall pay to the Consultant fees based upon the following:

(a)	For the Initial Term including up to 40 hours of service per month, a monthly fee of $5,000 will be paid. The initial term fees will be accrued and not paid until 15 days after Quara completes a financing, conducted after the effective date, of not less than $2,500,000.
(b)	By mutual agreement between the Consultant and the Executive Chairman of the Company it is deemed necessary that the hours of service per month are to exceed 40 hours per month, the Consultant shall invoice the Company for the hours in excess of 40 hours at the rate of $125 per hour and the Company shall pay such invoice within 15 days of receipt of the invoice.
(c)	a one-time signing bonus of two times the Initial Term monthly fee on such date as the initial term monthly fees are first paid.
(d)	For the Continuing Term, a monthly fee to be agreed upon by the parties prior to the commencement of the Continuing Term but in no case less than the Initial Term monthly fees;
(e)	The Consultant will be eligible to participate in any future bonus or benefit programs commensurate with the senior officer position.

7. Stock Option Offer. In addition to the fees mentioned under clause 6, and as further consideration for the Consultant agreeing to enter into this Agreement, the Company will, at such time as the Company has completed a Founders and Seed round, grant to the Consultant’s principal Kenneth Reardon, 150,000 stock options of the Company exercisable into common shares of the Company at $0.25 per share for a period of 10 years and, 150,000 stock options of the Company exercisable into shares of the common stock of the Company at $2.50 per share for a period of 10 years all in accordance with the terms of a stock option agreement to be entered into between the parties. Stock Options will vest as per the stock option agreement.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

8.	Reporting. The Consultant will report to the Executive Chairman of the Company or other designated nominee. The Consultant will be based in Colorado but agrees that he will make such visits to the Company’s offices and labs, third party facilities, conferences or elsewhere, periodically throughout the year when required, with consideration to the timing of previous commitments to Third Parties.
9.	Expenses. The Company will reimburse the Consultant for reasonable expenses incurred in the performance of the Services after the Consultant submits an expense report with appropriate supporting documentation.
10.	Policies and Rules. The Consultant must comply with all applicable laws, regulations, policies, and rules implemented or amended by the Company, from time to time, which are brought to the Consultant’s notice or of which the Consultant should reasonably be aware.
11.	Indemnity. The Consultant shall indemnify and save harmless the Company, its officers, directors, consultants and agents (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from:

(a)	any and all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which any of the Indemnified Parties may suffer as a result of the negligence, willful misconduct or the default of the Consultant in the performance or non- performance of the Services; and
(b)	any and all costs, charges, legal fees and expenses reasonably incurred by the Company in connection with defending any civil, criminal, statutory or administrative action, proceeding or other remedy with respect to any such alleged liability.

12.

Intellectual Property and Confidential Information

12.1

Intellectual Property. The term “Intellectual Property” shall mean any and all confidential and/or proprietary knowledge, data, or information of Company. “Intellectual Property” includes, but is not limited to, (a) trade secrets, inventions, mask works, ideas, processes, formulae, source and object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and customers (including customer lists); (c) information regarding the skills and compensation of other Consultants of the Company; and (d) sales and marketing techniques or procedures, operations, potential acquisitions, new location plans, perspective and executed contracts and other business relationships or arrangements. Notwithstanding the foregoing, it is understood that at all such times Consultant is free to use information which is generally known in the trade or industry, which is not gained as a result of a breach of this Agreement, or which results from Consultant’s own, skill, knowledge, know-how, and experience to whatever extent and in whichever way it wishes, including the Third Party Services, subject to the other terms and conditions of this Agreement.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

12.2	Confidentiality. Consultant acknowledges and understands that the Company has exerted great efforts and expense to develop its Intellectual Property as defined above and that such Intellectual Property is very difficult to protect and is extremely valuable to the Company. In order to protect the Company’s very valuable Intellectual Property, Consultant agrees not to, at any time during or after its engagement with the Company, directly or indirectly, divulge, disclose or communicate to any person, firm or corporation in any manner whatever any Intellectual Property of the Company. While engaged as a consultant of the Company, Consultant may only use Intellectual Property concerning any matters affecting or relating to the Company or the business of the Company for a purpose which is necessary to the carrying out of its duties as an Consultant of the Company, and Consultant may not make use of any Intellectual Property of the Company after it is no longer an Consultant of Company. Consultant agrees to the above without regard to whether all of the above matters will be deemed confidential, material or important, it being stipulated by the parties that all Intellectual Property, whether written or otherwise, is presumed to be important, material and confidential information of Company for purposes of this Agreement, except to the extent that such information may be otherwise lawfully and readily available to the public or trade industry. Consultant agrees that all of the Intellectual Property is owned exclusively by Company and shall at all times be kept confidential. Consultant further agrees that it will, upon termination of its engagement with Company, return to Company all books, records, lists and other written, typed or printed materials, or any other materials or information kept on any media whatsoever of or related to the Company, whether furnished by the Company or prepared by Consultant, which contain any Intellectual Property, and Consultant agrees that it will neither make nor retain any copies of such materials after termination of engagement. For purposes of this paragraph, references to the business or information of or relating to the Company shall include the information or business of any subsidiary or affiliate of Company.
12.3	Third Party Information: Consultant understands that the Company has received and, in the future will receive from third parties confidential or Intellectual Property of their own (“Third Party Information”), subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of its engagement and thereafter, Consultant will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company Personnel who need to know such information in connection with their work for the Company) or use, except in connection with its work for the Company, Third Party Information unless expressly authorized in writing.
12.4	Use of Information of Prior Companies or Others: Consultant will not improperly use or disclose any confidential information or trade secrets, if any, of any former company or any other company or person to whom it has an obligation of confidentiality and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former company or any other company or person to whom it has an obligation of confidentiality unless consented to in writing by that company or person. Consultant will use in the performance of its duties only information which is generally known and used by persons with training and experience comparable to its own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

13.	Assignment of Discoveries
13.1	Business Opportunities; Patentable, Copyrightable, Trademarkable Devices & Other Inventions:
	Except for any opportunities or other information related to the Third Party Services Consultant is engaged in, Consultant will make full and prompt written disclosure to the Company of:

(a)

any business opportunity of which it becomes aware and which relates to the business of the Company or any of its subsidiaries or affiliates; and,

(b)

any idea, suggestion, device, program code, apparatus, recipe, formula, method, process or improvement, whether patentable, copyrightable, trademarkable or not, which it may invent, discover or think of, either solely or jointly with any other person or persons, resulting from or in the course of any performance by Consultant of the Services for the Company, or relating to the work or duties Consultant was assigned to perform or actually does perform for the Company, or relating to any phase of the Company’s business or fields of interest in each case whether or not the idea, suggestion, device, program code, apparatus, recipe, formula, method, process or improvement is (i) related to the Company project to which it is so assigned; (ii) made with a contribution by the Company or the use of the Company’s facilities, Equipment, materials, allocated funds, Intellectual Property, or services of the Company’s other Consultants or associated persons; or (iii) made during the working hours Consultant performs the Services for the Company.

13.2 Consultant hereby agrees that all right, title and interest in and to all of Consultant’s “Discoveries” (defined below) and work product made while performing the Services for the Company during the Engagement Period and pursuant to this Agreement, shall belong solely to the Company, whether or not they are protected or protectable under applicable patent, trademark, service mark, copyright or trade secret laws. For purposes of this Clause, “Discoveries” means all Intellectual Property, inventions, designs, discoveries, improvements and copyrightable works, including, without limitation any information relating to the Company’s image, know-how, processes, designs, computer programs and routines, recipes, formulae, techniques, developments or experimental work, work-in-progress or business trade secrets made or conceived or reduced to practice by the Company as a result of Consultant’s performance of the Services. Consultant hereby assigns to the Company all of Consultant’s right, title and interest, including all Proprietary Rights1, to or in such Discoveries. The provisions of this Clause expressly exclude any Discoveries developed on Consultant’s own time; any Discoveries developed as part of the Third Party Services; any Discoveries made without the Company’s equipment, facility, supplies, trade secrets or confidential information; and any Discoveries that do not relate (i) directly to the business of the Company, or (ii) the Company’s actual or demonstrably anticipated research or development of which the Consultant is aware. Consultant covenants that it shall keep the Company informed of the development of all Discoveries made, conceived or reduced to practice by the Company, in whole or in part, alone or with others, which either result from any work Consultant may do for, or at the request of, the Company, or are related to the Company’s present or contemplated activities, investigations, or obligations.

1 “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work, trademark, moral rights and other intellectual property rights or rights attached to such intellectual property throughout the world.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

13.3	Enforcement of Proprietary Rights. Consultant hereby agrees to assist the Company in every proper way to obtain, and from time to time enforce, United States, Canadian and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end, at Company’s sole expense, Consultant agrees to execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Consultant agrees to execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designee. Consultant’s obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of its engagement, but the Company shall compensate Consultant at Consultant’s reasonable hourly rate after its termination for the time actually spent by Consultant at the Company’s request on such assistance.
13.4	Records. Consultant agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings, and in any other form that may be required by Company) of all intellectual property developed by its and all inventions made by it during the period of its engagement with the Company and pursuant to this Agreement, which records shall be available to and remain the sole property of the Company at all times.
14.	Non Competition, Non Solicitation, Non Disparagement
14.1	Non Competition. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant agrees that it will not, directly or indirectly, as an individual, as a member, employee, or agent of a firm, as a shareholder, director, officer, consultant or agent of a corporation, or as part of any other organization or group, participate in, assist, engage in, advise or consult for, lend money to, guarantee the debts or obligations of, permit its name to be used by, or be in any way connected with a business which competes in any way with the intellectual property (the “Non Competition”). Non-Competition expressly excludes the Third Party Services, and is limited to business activities surrounding the research, the commercial application of the research, licensing of intellectual property and commercialization of proprietary technology directly related to the business of the Company as of the termination date of Consultant’s performance of the Services. This non-compete is not intended to prevent the Consultant from continued participation in building brands and serving as an advisor to business entities within the US or internationally. The Consultant agrees to abide by section 2 (d) herein to ensure transparency with CEO of the Company and inform the Company of all adjacent consulting or Board engagements to ensure activities by the consultant are not misunderstood to be in competition with the actual business of the Company as noted herein. Further, the Consultant agrees that should he become a director of the Company he will abide by all fiduciary duties expected of a director including recusing himself from director votes if he is in a conflict as a result of his other consulting arrangements with other companies.
14.2	Non Solicitation. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant will not, directly or indirectly:

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

(a)	persuade or induce any customer of Company to patronize any other business which competes in any way with the business of Company or an Affiliate; and
(b)	request or advise any customer of Company or an Affiliate to withdraw, curtail or cancel such customer’s business with Company or an Affiliate.

14.3	Non Disparagement. Neither party will publish or communicate disparaging or derogatory statements or opinions about the other party, including, but not limited to, disparaging or derogatory statements or opinions about the either party’s ownership, management, products or services, to any third party; provided, however, that it shall not be a breach of this Agreement for either party to testify truthfully in any judicial or administrative proceeding or to make statements or allegations in legal filings that are based on that party’s reasonable belief and are not made in bad faith.
15	Recourse on Breach. The Consultant acknowledges that damages would be an insufficient remedy for a breach of this agreement and understands that the Company may apply to a court for injunctive relief to restrain the Consultant’s breach, or threatened breach, of this Agreement in addition to damages arising from the breach or threatened breach.
16	Termination. This Agreement may be terminated at any time by either party upon provision of 60 days written notice to the other Party of its intention to terminate. Upon receipt of such written notice, the Consultant shall perform only those Services necessary to complete any Services requested by the Company up to and including the date of receipt of such written notice of termination. The Company shall pay Consultant for all fees owed to Consultant for the Services no later than 15 days after the termination date contained in a written notice to terminate.
17	Independent Legal Advice. The Consultant agrees that it has had independent legal advice or the opportunity to receive same in connection with the execution of this agreement and has read this agreement in its entirety understands its contents and is signing this agreement freely and voluntarily without duress or undue influence from any party.
18	Currency. All monies which are referred to in this Agreement are, unless expressly stated otherwise, expressed in lawful money of the United States of America.
19	Entire Agreement. This agreement supersedes all prior agreements, whether written or oral, express or implied, between the parties, and constitutes the entire agreement between the parties.
20	Assignment. This Agreement may not be assigned by either party without the written consent of the non-assigning party.
21	Enurement. This Agreement shall bind and enure to the benefit of the Company’s permitted successors and assigns, and the Consultant’s successors and permitted assigns.
22	Amendment and Waiver. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

23	Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision and any invalid provision will be severable from this agreement.
24	Governing Law. This Agreement is governed by and is to be considered, interpreted and enforced in accordance with the laws of the State of Wyoming, USA and applicable Federal laws. The Consultant hereby attorns to the non-exclusive jurisdiction of the courts of Wyoming, USA.
25	Headings. All headings in this agreement are for convenience only and shall not be used for the interpretation of this agreement.
26	Confidentiality of Agreement. The terms of this agreement are confidential and neither the Consultant nor the Company may disclose its terms without the written consent of the other party with the exception of disclosure to legal or financial advisors, and disclosure required by the law.
27	Counterparts. This Agreement may be executed by manual signatures or through the use of electronic signatures, and in as many counterparts as may be necessary, and each of which so signed shall be deemed to be an original and provided that all of the parties hereto have executed a counterpart, such counterparts together shall constitute one and the same Agreement. Such executed copy may be transmitted by pdf attachment to an email, via an electronic signing platform such as Docusign, facsimile or other electronic method of transmission, and the reproduction of signatures by any such method before mentioned will be treated as binding as if originals.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Consulting Agreement.

QUARA DEVICES INC.
By:	/s/ Rod Reum	/s/ Kenneth F. Reardon
	Rod Reum, Executive Chairman	Kenneth F. Reardon
KFR Tech, LLC
By:	/s/ Kenneth F. Reardon
	Kenneth F. Reardon, Manager

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

SERVICES DESCRIPTION

Job Title: Chief Science Officer of Quara Devices Inc.	Location: Based at Home (currently Fort Collins)
Department: Business Team	Reports to: CEO
Revision Date: June 2019	Fair Labor Standards Act (FLSA): Exempt

Position Overview

This position is a senior business officer for the Company and is specifically responsible for the Quara Devices Inc. and the Divisions of the Company. The position reports to the Chief Executive Officer of the Company

Responsibilities

Responsibilities are all those required of the Chief Science Officer of a startup biotech company and as requested by the CEO including but not limited to:

● Responsible for contributing to the Company’s vision, mission, goals, and strategies;

● Oversee the scientific functions of the Company, including basic and applied research projects, as well as the development of new processes, technologies or products;

● Create annual operating plans that support strategic directions set by the board and CEO and correlate with annual operating budgets;

● Provide a focus on wealth maximization that adds to the value to the Company.

● Develop and monitor strategies for ensuring the long-term financial viability of the organization.

● Represent the Company at the highest level.

● Assist the CEO in corporate negotiations when required.

● Confer with company officers to plan business objectives, to develop organizational policies to coordinate functions and operations between subsidiaries and departments.

● Establish responsibilities and procedures for attaining objectives.

● Confer with company officers on strategy for and liaison with stock market, business press and business analyst’s community.

● Support the CEO and other executives, where requested, with company import/export administration, licensing, contracts and agreements, corporate-level negotiations (e.g., acquisitions and divestments, disposals), major supplier/customer/partner relationships, regulatory bodies relationships and strategies, approvals and accreditations.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

CURRENT POLICIES

TRAVEL AND EXPENSE REIMBURSEMENT POLICY.

This Policy is to provide the business traveler guidelines to follow for conducting approved business travel on behalf of Quara. The Company recognizes how difficult and stressful travel is in today’s post 9/11 environment. We also appreciate the fact that often business travel means being away from family and home. Our primary goal is for our employee business travelers to be safe while traveling while we balance the need to conduct necessary and required business with the disruption that occurs in their lives. The Company also has to take into consideration the need for all business travelers to be cost-conscious and to minimize unnecessary and unreasonable costs for transportation and lodging. These costs can be controlled by the traveler by advance planning and determination to book travel that is both convenient and cost-effective.

This Policy is different from other company travel policies in that it is the responsibility of the business traveler to make decisions on travel arrangements and the costs associated thereto. It is Quara’s belief that all travelers will be prudent and make the right decisions that are in the mutual best interests of the traveler and Quara. The Guidelines contained herein are to provide the traveler with perimeters to make those arrangements and to judge the relative costs associated with the arrangements. Your supervisor will have to approve payment and his/her discretion in approving is also part of the process. It would be prudent for all travelers to discuss with their supervisor the travel budget. This will avoid unnecessary conflict and allow the traveler and the supervisor to both do their jobs more efficiently.

Quara does not have a contracted travel agency relationship so all bookings are up to the traveler to use the appropriate online resources to book travel. There are so many apps and portals to book travel and to obtain frequent traveler discounts and best rates.

1.       TRANSPORTATION – Airline, Train, Auto

a.       Airline Travel: Using the various airline apps and such sites as Kayak, Travelocity, CheapTickets.com, Priceline, etc. the traveler should book an economy ticket for domestic travel that generally has the lowest available fare for the time, date and departing and arriving airports. Non-stop and one-stop flights are the preferred flights for both making the travelers time more efficient and minimizing travel time away from home. There are occasions when the traveler knows that the odds are higher that there could be schedule changes where it might make sense to purchase a flexible fare economy ticket rather than a non-refundable ticket with change fees.

b.       Upgrades: On some occasions and circumstances, the traveler may want/need an “extra space” economy seat due to such circumstances as an accommodation due to physical conditions such as injury, illness or physical infirmity. The Company is willing to pay for such upgrades to accommodate the traveler special circumstances and provided the traveler obtains the general prior approval of his/her supervisor. Business class and 1st Class tickets will be the responsibility of the traveler and at his/her expense. Upgraded tickets should be charged to the traveler’s personal credit card and then submitted for reimbursement of the economy fare costs on their expense report along with a print-out of the booking web site pages showing the economy fares for the same flight on that date/time taken by the traveler.

c.       Train Travel: The Eastern Corridor is the primary area that train (Amtrak) travel will most likely occur for our travelers. It is recommended that travelers register on Amtrak.com and open an account in order to book tickets and obtain travel rewards to use for future travel. Using the traveler’s judgment, try to book the lowest cost ticket for the date, time and locations.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

d.       Local Transportation: For lots of reasons, rental cars should be rarely used unless in the traveler’s judgment the rental car is necessary due to the circumstances and business purposes of the travel. Fees and taxes are often very high for rental cars at airports and train stations. For example, it might more sense when multiple Quara travelers are on the same trip, flights, etc. to share a rent a car rather than all to take other modes of transportation individually. The travelers should collaborate and communicate with each other to determine the best and most feasible modes of local transportation – especially to and from the arrival and departure airports. Otherwise, travelers are encouraged to take public transportation and less expensive car services such as Uber, Lyft, Juno and Via in the locales that offer those options.

e.       Use of Personal Auto: If a traveler uses her/her personal vehicle for business use, the Company will reimburse for the IRS allowable mileage rate in effect on the date of travel. https://www.irs.gov/credits- deductions/individuals/standard-mileage-rates-at-a-glance. It is the responsibility of the traveler to timely and accurately record the mileage and keep a log for future reference. The mileage will be reported on the Expense Report. It is the responsibility of the traveler to always have in good standing and effect the required minimum limits of insurance coverage (as required by the Company) on his/her personal vehicle and to provide Quara with evidence of insurance annually to show good standing, and/or any time there is a change in insurance coverage or limits.

f.       Per Diem to Cover Lodging and Meals and Misc. Expenses: In addition to the transportation expenses listed above (a, b and c), the traveler will be reimbursed a per diem for each day (defined as, if the traveler is away on travel for more than 8 hours and more than 100 miles from home) on official travel, provided these expenses are not paid for directly by a senior management traveler who accompanies the traveler. The amount of the Quara per diem is determined by the Federal Government approved (IRS and GSA) annual rates. Refer to the GSA table for the approved rates. https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem- rates-lookup. The per diem is automatically approved and does not require submission of expense receipts. If an extraordinary expense were to occur such as for lodging in a high cost area where no low-cost rooms were available and the cost of lodging exceeded the per diem, the traveler should notify his/her supervisor ASAP and inform of the extraordinary costs PRIOR to the submission of the traveler’s expense report.

2.       Expense Reports: It is the responsibility of the traveler to prepare and submit his/her Expense Reports in a timely, complete and accurate manner. A traveler should submit his/her completed Expense Report no later than 30 days after the completion of travel for those trips covered in the Expense Report. Reports submitted after 30 days will not be reimbursed except by express approval of the Chief Financial Officer. It is the responsibility of the traveler’s supervisor to review and approve a traveler’s expense report no later than five (5) business days after receipt. It is the responsibility of Quara to swiftly pay a properly completed Expense Report, and normally within one pay period after submission of the approved Expense Report. The goal is to have the employee reimbursed his/her expenses with fourteen days after submitting his/her Expense Report.

a.       Receipts: Using the current Quara Expense form, the traveler must attach a receipt for each expense claimed other than the normal Per Diem. For Transportation expenses, it is highly recommended that the traveler print and attach a copy of the air or train fare options available for the date and time of the flight or train taken. This will assist your supervisor with approvals and evidence the traveler’s judgment on which flights and fares chosen for the travel.

b.       IRS Rules and Guidelines: It is the joint responsibility of the traveler and Quara to understand and follow the IRS rules and guidelines for travel and travel receipts. Why? Because if the IRS or state audits the files and reimbursements, and the proper documentation is not present, the Service and/or State may disallow the deductibility of the expense to the Company, and/or re-classify the traveler’s expense as earnings and tax you and the Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

EX1A-15 ADD EXHB

Exhibit 6.4

 

INDEPENDENT CONSULTING AGREEMENT

THIS AGREEMENT made as of the 01st day of June 2019. BETWEEN:

QUARA DEVICES INC., a corporation incorporated under the laws of the State of Wyoming, USA. (the “Company”)

AND:

Mike Kao Ltd., having its business office at unit 420, 1501 W Broadway Vancouver, BC, Canada. (the “Consultant”)

THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained the parties hereto agree as follows:

1.	Effective Date. The effective Date will bee that date that the United States Securities and Exchange Commission issues a Notice of Qualification to the Company for a Regulation A financing or such other date as agreed to in writing between the parties.
2.	Principal. The “Principal” of the Consultant is Yu-Cheng (Mike) Kao (“Mike Kao”).
3.	Services. The Company agrees to engage the Consultant to provide services to the Company, including but not limited to those services described in Schedule A attached hereto (the “Services”), as required by the Company from time to time, and to appoint the Principal as the Vice President Finance of the Company.
4.	Representations and Warranties. The Consultant represents and warrants that:

(a)	The Consultant has the required qualifications, skills and experience to perform the Services;
(b)	The Consultant will only engage the services of Mike Kao to perform the Services on behalf of the Consultant.
(c)	the Consultant will comply with all applicable laws and regulations in the course of providing the Services; and
(d)	the Consultant will not, by carrying out the Services, be in a position of conflict of interest with the Company or with any third party, and will not provide services to any other person during the term of this agreement which may create such a conflict of interest, provided however that if the Consultant can foresee a conflict of interest he may proceed with the conflicted relationship with the prior agreement of the Chief Executive Officer or Executive Chairman of the Company.

5. Term. This Agreement shall take effect as of the Effective Date and shall continue in effect for a term of one (1) year (Initial Term) thereafter renewing on June 01, 2020 for a term of one (1) year (Continuing Term) thereafter renewable by mutual agreement of the parties on the anniversary of the Effective date for successive one-year terms, unless terminated earlier pursuant to clause 15 hereof.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

6.

Relationship of Parties. The Consultant shall provide the Services to the Company on a non- exclusive basis and the Consultant shall be free to provide the Third Party Services as well as other services to third-parties during the Term, provided however that the Consultant shall not provide such services to third parties in such a way that is inconsistent with any provisions hereof, or that so occupy the Consultant’s time and efforts as to impair or diminish the quality, professionalism or performance of the Services provided to the Company hereunder. It is expressly agreed, represented and understood that the parties have entered into an arms’ length independent contract for the rendering of the Services and that the Consultant is not an employee of the Company.

7.

Fees for Services. In exchange for the Services, the Company shall pay to the Consultant fees based upon the following:

(a)	For the Initial Term including up to 40 hours of service per month, a monthly fee of $5,000 will be paid. The initial term fees will be accrued and not paid until 15 days after Quara completes a financing, conducted after the effective date, of not less than $2,500,000.
(b)	By mutual agreement between the Consultant and the Executive Chairman of the Company it is deemed necessary that the hours of service per month are to exceed 40 hours per month, the Consultant shall invoice the Company for the hours in excess of 40 hours at the rate of $125 per hour and the Company shall pay such invoice within 15 days of receipt of the invoice.
(c)	For the Continuing Term, a monthly fee to be agreed upon by the parties prior to the commencement of the Continuing Term but in no case less than the Initial Term monthly fees;
(d)	The Consultant will be eligible to participate in any future bonus or benefit programs commensurate with the senior officer position.

8.

Stock Option Offer. In addition to the fees mentioned under clause 6, and as further consideration for the Consultant agreeing to enter into this Agreement, the Company will, at such time as the Company has completed a Founders and Seed round, grant to the Consultant’s principal Mike Kao, 100,000 stock options of the Company exercisable into common shares of the Company at $0.25 per share for a period of 10 years and, 100,000 stock options of the Company exercisable into shares of the common stock of the Company at $2.50 per share for a period of 10 years all in accordance with the terms of a stock option agreement to be entered into between the parties. Stock Options will vest as per the stock option agreement.

9.

Reporting. The Consultant will report to the Executive Chairman of the Company or other designated nominee. The Consultant will be based in Vancouver but agrees that he will make such visits to the Company’s offices and labs, third party facilities, conferences or elsewhere, periodically throughout the year when required, with consideration to the timing of previous commitments to Third Parties.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

10.	Expenses. The Company will reimburse the Consultant for reasonable expenses incurred in the performance of the Services after the Consultant submits an expense report with appropriate supporting documentation.
11.	Policies and Rules. The Consultant must comply with all applicable laws, regulations, policies, and rules implemented or amended by the Company, from time to time, which are brought to the Consultant’s notice or of which the Consultant should reasonably be aware.
12.	Indemnity. The Consultant shall indemnify and save harmless the Company, its officers, directors, consultants and agents (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from:

(a)	any and all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which any of the Indemnified Parties may suffer as a result of the negligence, willful misconduct or the default of the Consultant in the performance or non- performance of the Services; and
(b)	any and all costs, charges, legal fees and expenses reasonably incurred by the Company in connection with defending any civil, criminal, statutory or administrative action, proceeding or other remedy with respect to any such alleged liability.

13.	Intellectual Property and Confidential Information
13.1	Intellectual Property. The term “Intellectual Property” shall mean any and all confidential and/or proprietary knowledge, data, or information of Company. “Intellectual Property” includes, but is not limited to, (a) trade secrets, inventions, mask works, ideas, processes, formulae, source and object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and customers (including customer lists); (c) information regarding the skills and compensation of other Consultants of the Company; and (d) sales and marketing techniques or procedures, operations, potential acquisitions, new location plans, perspective and executed contracts and other business relationships or arrangements. Notwithstanding the foregoing, it is understood that at all such times Consultant is free to use information which is generally known in the trade or industry, which is not gained as a result of a breach of this Agreement, or which results from Consultant’s own, skill, knowledge, know-how, and experience to whatever extent and in whichever way it wishes, including the Third Party Services, subject to the other terms and conditions of this Agreement.
13.2	Confidentiality. Consultant acknowledges and understands that the Company has exerted great efforts and expense to develop its Intellectual Property as defined above and that such Intellectual Property is very difficult to protect and is extremely valuable to the Company. In order to protect the Company’s very valuable Intellectual Property, Consultant agrees not to, at any time during or after its engagement with the Company, directly or indirectly, divulge, disclose or communicate to any person, firm or corporation in any manner whatever any Intellectual Property of the Company. While engaged as a consultant of the Company, Consultant may only use Intellectual Property concerning any matters affecting or relating to the Company or the business of the Company for a purpose which is necessary to the carrying out of its duties as an Consultant of the Company, and Consultant may not make use of any Intellectual Property of the Company after it is no longer an Consultant of Company. Consultant agrees to the above without regard to whether all of the above matters will be deemed confidential, material or important, it being stipulated by the parties that all Intellectual Property, whether written or otherwise, is presumed to be important, material and confidential information of Company for purposes of this Agreement, except to the extent that such information may be otherwise lawfully and readily available to the public or trade industry. Consultant agrees that all of the Intellectual Property is owned exclusively by Company and shall at all times be kept confidential. Consultant further agrees that it will, upon termination of its engagement with Company, return to Company all books, records, lists and other written, typed or printed materials, or any other materials or information kept on any media whatsoever of or related to the Company, whether furnished by the Company or prepared by Consultant, which contain any Intellectual Property, and Consultant agrees that it will neither make nor retain any copies of such materials after termination of engagement. For purposes of this paragraph, references to the business or information of or relating to the Company shall include the information or business of any subsidiary or affiliate of Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

13.3	Third Party Information: Consultant understands that the Company has received and, in the future will receive from third parties confidential or Intellectual Property of their own (“Third Party Information”), subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of its engagement and thereafter, Consultant will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company Personnel who need to know such information in connection with their work for the Company) or use, except in connection with its work for the Company, Third Party Information unless expressly authorized in writing.
13.4	Use of Information of Prior Companies or Others: Consultant will not improperly use or disclose any confidential information or trade secrets, if any, of any former company or any other company or person to whom it has an obligation of confidentiality and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former company or any other company or person to whom it has an obligation of confidentiality unless consented to in writing by that company or person. Consultant will use in the performance of its duties only information which is generally known and used by persons with training and experience comparable to its own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.
14.	Assignment of Discoveries
14.1	Business Opportunities; Patentable, Copyrightable, Trademarkable Devices & Other Inventions:
	Except for any opportunities or other information related to the Third Party Services Consultant is engaged in, Consultant will make full and prompt written disclosure to the Company of:

(a) any business opportunity of which it becomes aware and which relates to the business of the Company or any of its subsidiaries or affiliates; and,

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

(b) any idea, suggestion, device, program code, apparatus, recipe, formula, method, process or improvement, whether patentable, copyrightable, trademarkable or not, which it may invent, discover or think of, either solely or jointly with any other person or persons, resulting from or in the course of any performance by Consultant of the Services for the Company, or relating to the work or duties Consultant was assigned to perform or actually does perform for the Company, or relating to any phase of the Company’s business or fields of interest in each case whether or not the idea, suggestion, device, program code, apparatus, recipe, formula, method, process or improvement is (i) related to the Company project to which it is so assigned; (ii) made with a contribution by the Company or the use of the Company’s facilities, Equipment, materials, allocated funds, Intellectual Property, or services of the Company’s other Consultants or associated persons; or (iii) made during the working hours Consultant performs the Services for the Company.

14.2

Consultant hereby agrees that all right, title and interest in and to all of Consultant’s “Discoveries” (defined below) and work product made while performing the Services for the Company during the Engagement Period and pursuant to this Agreement, shall belong solely to the Company, whether or not they are protected or protectable under applicable patent, trademark, service mark, copyright or trade secret laws. For purposes of this Clause, “Discoveries” means all Intellectual Property, inventions, designs, discoveries, improvements and copyrightable works, including, without limitation any information relating to the Company’s image, know-how, processes, designs, computer programs and routines, recipes, formulae, techniques, developments or experimental work, work-in-progress or business trade secrets made or conceived or reduced to practice by the Company as a result of Consultant’s performance of the Services. Consultant hereby assigns to the Company all of Consultant’s right, title and interest, including all Proprietary Rights1, to or in such Discoveries. The provisions of this Clause expressly exclude any Discoveries developed on Consultant’s own time; any Discoveries developed as part of the Third Party Services; any Discoveries made without the Company’s equipment, facility, supplies, trade secrets or confidential information; and any Discoveries that do not relate (i) directly to the business of the Company, or (ii) the Company’s actual or demonstrably anticipated research or development of which the Consultant is aware. Consultant covenants that it shall keep the Company informed of the development of all Discoveries made, conceived or reduced to practice by the Company, in whole or in part, alone or with others, which either result from any work Consultant may do for, or at the request of, the Company, or are related to the Company’s present or contemplated activities, investigations, or obligations.

14.3

Enforcement of Proprietary Rights. Consultant hereby agrees to assist the Company in every proper way to obtain, and from time to time enforce, United States, Canadian and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end, at Company’s sole expense, Consultant agrees to execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Consultant agrees to execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designee. Consultant’s obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of its engagement, but the Company shall compensate Consultant at Consultant’s reasonable hourly rate after its termination for the time actually spent by Consultant at the Company’s request on such assistance.

1 “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work, trademark, moral rights and other intellectual property rights or rights attached to such intellectual property throughout the world.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

14.4	Records. Consultant agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings, and in any other form that may be required by Company) of all intellectual property developed by its and all inventions made by it during the period of its engagement with the Company and pursuant to this Agreement, which records shall be available to and remain the sole property of the Company at all times.
15.	Non Competition, Non Solicitation, Non Disparagement
15.1	Non Competition. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant agrees that it will not, directly or indirectly, as an individual, as a member, employee, or agent of a firm, as a shareholder, director, officer, consultant or agent of a corporation, or as part of any other organization or group, participate in, assist, engage in, advise or consult for, lend money to, guarantee the debts or obligations of, permit its name to be used by, or be in any way connected with a business which competes in any way with the intellectual property (the “Non Competition”). Non-Competition expressly excludes the Third Party Services, and is limited to business activities surrounding the research, the commercial application of the research, licensing of intellectual property and commercialization of proprietary technology directly related to the business of the Company as of the termination date of Consultant’s performance of the Services. This non-compete is not intended to prevent the Consultant from continued participation in building brands and serving as an advisor to business entities within the US or internationally. The Consultant agrees to abide by section 2 (d) herein to ensure transparency with CEO of the Company and inform the Company of all adjacent consulting or Board engagements to ensure activities by the consultant are not misunderstood to be in competition with the actual business of the Company as noted herein. Further, the Consultant agrees that should he become a director of the Company he will abide by all fiduciary duties expected of a director including recusing himself from director votes if he is in a conflict as a result of his other consulting arrangements with other companies.
15.2	Non Solicitation. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant will not, directly or indirectly:

(a)	persuade or induce any customer of Company to patronize any other business which competes in any way with the business of Company or an Affiliate; and
(b)	request or advise any customer of Company or an Affiliate to withdraw, curtail or cancel such customer’s business with Company or an Affiliate.

15.3 Non Disparagement. Neither party will publish or communicate disparaging or derogatory statements or opinions about the other party, including, but not limited to, disparaging or derogatory statements or opinions about the either party’s ownership, management, products or services, to any third party; provided, however, that it shall not be a breach of this Agreement for either party to testify truthfully in any judicial or administrative proceeding or to make statements or allegations in legal filings that are based on that party’s reasonable belief and are not made in bad faith.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

16	Recourse on Breach. The Consultant acknowledges that damages would be an insufficient remedy for a breach of this agreement and understands that the Company may apply to a court for injunctive relief to restrain the Consultant’s breach, or threatened breach, of this Agreement in addition to damages arising from the breach or threatened breach.
17	Termination. This Agreement may be terminated at any time by either party upon provision of 60 days written notice to the other Party of its intention to terminate. Upon receipt of such written notice, the Consultant shall perform only those Services necessary to complete any Services requested by the Company up to and including the date of receipt of such written notice of termination. The Company shall pay Consultant for all fees owed to Consultant for the Services no later than 15 days after the termination date contained in a written notice to terminate.
18	Independent Legal Advice. The Consultant agrees that it has had independent legal advice or the opportunity to receive same in connection with the execution of this agreement and has read this agreement in its entirety understands its contents and is signing this agreement freely and voluntarily without duress or undue influence from any party.
19	Currency. All monies which are referred to in this Agreement are, unless expressly stated otherwise, expressed in lawful money of the United States of America.
20	Entire Agreement. This agreement supersedes all prior agreements, whether written or oral, express or implied, between the parties, and constitutes the entire agreement between the parties.
21	Assignment. This Agreement may not be assigned by either party without the written consent of the non-assigning party.
22	Enurement. This Agreement shall bind and enure to the benefit of the Company’s permitted successors and assigns, and the Consultant’s successors and permitted assigns.
23	Amendment and Waiver. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties.
24	Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision and any invalid provision will be severable from this agreement.
25	Governing Law. This Agreement is governed by and is to be considered, interpreted and enforced in accordance with the laws of the State of Wyoming, USA and applicable Federal laws. The Consultant hereby attorns to the non-exclusive jurisdiction of the courts of Wyoming, USA.
26	Headings. All headings in this agreement are for convenience only and shall not be used for the interpretation of this agreement.

27

Confidentiality of Agreement. The terms of this agreement are confidential and neither the Consultant nor the Company may disclose its terms without the written consent of the other party with the exception of disclosure to legal or financial advisors, and disclosure required by the law.

28

Counterparts. This Agreement may be executed by manual signatures or through the use of electronic signatures, and in as many counterparts as may be necessary, and each of which so signed shall be deemed to be an original and provided that all of the parties hereto have executed a counterpart, such counterparts together shall constitute one and the same Agreement. Such executed copy may be transmitted by pdf attachment to an email, via an electronic signing platform such as DocuSign, facsimile or other electronic method of transmission, and the reproduction of signatures by any such method before mentioned will be treated as binding as if originals.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Consulting Agreement.

QUARA DEVICES INC.
By:	/s/ Rod Reum
	Rod Reum, Executive Chairman
Mike Kao
Mike Kao Ltd.
By:	/s/ Mike Kao
	Mike Kao,

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

SERVICES DESCRIPTION

Job Title: Vice President Finance of Quara Devices Inc.	Location: Based at Home (currently Vancouver)
Department: Business Team	Reports to: CFO
Revision Date: June 2019	Fair Labor Standards Act (FLSA): Exempt

Position Overview

This position is a senior business officer for the Company and is specifically responsible for the Quara Devices Inc. and the Divisions of the Company. The position reports to the Chief Financial Officer of the Company

Responsibilities

Responsibilities are all those required of the Vice President Finance of a startup biotech company and as requested by the Executive Chairman including but not limited to:

● Responsible for contributing to the Company’s vision, mission, goals, and strategies;

● Oversee the financial functions of the Company;

● Create annual operating plans that support strategic directions set by the board and CFO and correlate with annual operating budgets;

● Provide a focus on wealth maximization that adds to the value to the Company.

● Develop and monitor strategies for ensuring the long-term financial viability of the organization.

● Assist the CFO in corporate negotiations when required.

● Confer with company officers to plan business objectives, to develop organizational policies to coordinate functions and operations between subsidiaries and departments.

● Establish responsibilities and procedures for attaining objectives.

● Support the CFO and other executives, where requested, with company import/export administration, licensing, contracts and agreements, corporate level negotiations (eg. acquisitions and divestments, disposals), major supplier/customer/partner relationships, regulatory bodies relationships and strategies, approvals and accreditations.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

CURRENT POLICIES

TRAVEL AND EXPENSE REIMBURSEMENT POLICY.

This Policy is to provide the business traveler guidelines to follow for conducting approved business travel on behalf of Quara. The Company recognizes how difficult and stressful travel is in today’s post 9/11 environment. We also appreciate the fact that often business travel means being away from family and home. Our primary goal is for our employee business travelers to be safe while traveling while we balance the need to conduct necessary and required business with the disruption that occurs in their lives. The Company also has to take into consideration the need for all business travelers to be cost-conscious and to minimize unnecessary and unreasonable costs for transportation and lodging. These costs can be controlled by the traveler by advance planning and determination to book travel that is both convenient and cost-effective.

This Policy is different from other company travel policies in that it is the responsibility of the business traveler to make decisions on travel arrangements and the costs associated thereto. It is Quara’s belief that all travelers will be prudent and make the right decisions that are in the mutual best interests of the traveler and Quara. The Guidelines contained herein are to provide the traveler with perimeters to make those arrangements and to judge the relative costs associated with the arrangements. Your supervisor will have to approve payment and his/her discretion in approving is also part of the process. It would be prudent for all travelers to discuss with their supervisor the travel budget. This will avoid unnecessary conflict and allow the traveler and the supervisor to both do their jobs more efficiently.

Quara does not have a contracted travel agency relationship so all bookings are up to the traveler to use the appropriate online resources to book travel. There are so many apps and portals to book travel and to obtain frequent traveler discounts and best rates.

1. TRANSPORTATION – Airline, Train, Auto

a. Airline Travel: Using the various airline apps and such sites as Kayak, Travelocity, CheapTickets.com, Priceline, etc. the traveler should book an economy ticket for domestic travel that generally has the lowest available fare for the time, date and departing and arriving airports. Non-stop and one-stop flights are the preferred flights for both making the travelers time more efficient and minimizing travel time away from home. There are occasions when the traveler knows that the odds are higher that there could be schedule changes where it might make sense to purchase a flexible fare economy ticket rather than a non-refundable ticket with change fees.

b. Upgrades: On some occasions and circumstances, the traveler may want/need an “extra space” economy seat due to such circumstances as an accommodation due to physical conditions such as injury, illness or physical infirmity. The Company is willing to pay for such upgrades to accommodate the traveler special circumstances and provided the traveler obtains the general prior approval of his/her supervisor. Business class and 1st Class tickets will be the responsibility of the traveler and at his/her expense. Upgraded tickets should be charged to the traveler’s personal credit card and then submitted for reimbursement of the economy fare costs on their expense report along with a print-out of the booking web site pages showing the economy fares for the same flight on that date/time taken by the traveler.

c. Train Travel: The Eastern Corridor is the primary area that train (Amtrak) travel will most likely occur for our travelers. It is recommended that travelers register on Amtrak.com and open an account in order to book tickets and obtain travel rewards to use for future travel. Using the traveler’s judgment, try to book the lowest cost ticket for the date, time and locations.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

d. Local Transportation: For lots of reasons, rental cars should be rarely used unless in the traveler’s judgment the rental car is necessary due to the circumstances and business purposes of the travel. Fees and taxes are often very high for rental cars at airports and train stations. For example, it might more sense when multiple Quara travelers are on the same trip, flights, etc. to share a rent a car rather than all to take other modes of transportation individually. The travelers should collaborate and communicate with each other to determine the best and most feasible modes of local transportation – especially to and from the arrival and departure airports. Otherwise, travelers are encouraged to take public transportation and less expensive car services such as Uber, Lyft, Juno and Via in the locales that offer those options.

e. Use of Personal Auto: If a traveler uses her/her personal vehicle for business use, the Company will reimburse for the IRS allowable mileage rate in effect on the date of travel. https://www.irs.gov/credits- deductions/individuals/standard-mileage-rates-at-a-glance. It is the responsibility of the traveler to timely and accurately record the mileage and keep a log for future reference. The mileage will be reported on the Expense Report. It is the responsibility of the traveler to always have in good standing and effect the required minimum limits of insurance coverage (as required by the Company) on his/her personal vehicle and to provide Quara with evidence of insurance annually to show good standing, and/or any time there is a change in insurance coverage or limits.

f. Per Diem to Cover Lodging and Meals and Misc. Expenses: In addition to the transportation expenses listed above (a, b and c), the traveler will be reimbursed a per diem for each day (defined as, if the traveler is away on travel for more than 8 hours and more than 100 miles from home) on official travel, provided these expenses are not paid for directly by a senior management traveler who accompanies the traveler. The amount of the Quara per diem is determined by the Federal Government approved (IRS and GSA) annual rates. Refer to the GSA table for the approved rates. https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem- rates-lookup. The per diem is automatically approved and does not require submission of expense receipts. If an extraordinary expense were to occur such as for lodging in a high cost area where no low-cost rooms were available and the cost of lodging exceeded the per diem, the traveler should notify his/her supervisor ASAP and inform of the extraordinary costs PRIOR to the submission of the traveler’s expense report.

2. Expense Reports: It is the responsibility of the traveler to prepare and submit his/her Expense Reports in a timely, complete and accurate manner. A traveler should submit his/her completed Expense Report no later than 30 days after the completion of travel for those trips covered in the Expense Report. Reports submitted after 30 days will not be reimbursed except by express approval of the Chief Financial Officer. It is the responsibility of the traveler’s supervisor to review and approve a traveler’s expense report no later than five (5) business days after receipt. It is the responsibility of Quara to swiftly pay a properly completed Expense Report, and normally within one pay period after submission of the approved Expense Report. The goal is to have the employee reimbursed his/her expenses with fourteen days after submitting his/her Expense Report.

a. Receipts: Using the current Quara Expense form, the traveler must attach a receipt for each expense claimed other than the normal Per Diem. For Transportation expenses, it is highly recommended that the traveler print and attach a copy of the air or train fare options available for the date and time of the flight or train taken. This will assist your supervisor with approvals and evidence the traveler’s judgment on which flights and fares chosen for the travel.

b. IRS Rules and Guidelines: It is the joint responsibility of the traveler and Quara to understand and follow the IRS rules and guidelines for travel and travel receipts. Why? Because if the IRS or state audits the files and reimbursements, and the proper documentation is not present, the Service and/or State may disallow the deductibility of the expense to the Company, and/or re-classify the traveler’s expense as earnings and tax you and the Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

EX1A-15 ADD EXHB

Exhibit 6.5

 

INDEPENDENT CONSULTING AGREEMENT

THIS AGREEMENT made as of the 01st day of May 2020. BETWEEN:

QUARA DEVICES INC., a corporation incorporated under the laws of the State of Wyoming, USA. (the “Company”)

AND:

David Smalley Law Corp., having its business office at unit Suite 480, 1500 West Georgia, Vancouver, BC, Canada. (the “Consultant”)

THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained the parties hereto agree as follows:

1.	Effective Date. The effective Date will be that date that the United States Securities and Exchange Commission issues a Notice of Qualification to the Company for a Regulation A financing or such other date as agreed to in writing between the parties.
2.	Principal. The “Principal” of the Consultant is David Smalley.
3.	Services. The Company agrees to engage the Consultant to provide services to the Company, including but not limited to general and securities legal advice (the “Services”), as required by the Company from time to time, and to appoint the Principal as the General Corporate Counsel of the Company. The Company agrees that all of the Services do not need to be performed by the Consultant if the General Counsel does not have the requisite expertise or the time to fulfill the Services in a timely fashion, all as decided in the sole discretion of the General Counsel. Retention of other lawyers will only be made by the Consultant’s recommendation and the approval of either the C.E.O. or the Executive Chairman.
4.	Representations and Warranties. The Consultant represents and warrants that:

(a)	The Consultant has the required qualifications, skills and experience to perform the Services,
(b)	The Consultant will only engage the services of the Principal to perform the Services on behalf of the Consultant.
(c)	the Consultant will comply with all applicable laws and regulations in the course of providing the Services; and
(d)	the Consultant will not, by carrying out the Services, be in a position of conflict of interest with the Company or with any third party, and will not provide services to any other person during the term of this agreement which may create such a conflict of interest, provided however that if the Consultant can foresee a conflict of interest he may proceed with the conflicted relationship with the prior agreement of the Chief Executive Officer or Executive Chairman of the Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

5.	Term. This Agreement shall take effect as of the Effective Date and shall continue in effect for a term of one (1) year (Initial Term) thereafter renewing on June 01, 2021 for a term of one (1) year (Continuing Term) thereafter renewable by mutual agreement of the parties on the anniversary of the Effective date for successive one-year terms, unless terminated earlier pursuant to clause 15 hereof.
6.	Relationship of Parties. The Consultant shall provide the Services to the Company on a non- exclusive basis and the Consultant shall be free to provide the Third Party Services as well as other services to third-parties during the Term, provided however that the Consultant shall not provide such services to third parties in such a way that is inconsistent with any provisions hereof, or that so occupy the Consultant’s time and efforts as to impair or diminish the quality, professionalism or performance of the Services provided to the Company hereunder. It is expressly agreed, represented and understood that the parties have entered into an arms’ length independent contract for the rendering of the Services and that the Consultant is not an employee of the Company.
7.	Fees for Services. In exchange for the Services, the Company shall pay to the Consultant fees based upon the following:

(a)	For the Initial Term including up to 40 hours of service per month, a monthly fee of $10,000 will be paid. The initial term fees will be accrued and not paid until 15 days after Quara completes a financing, conducted after the effective date, of not less than $2,500,000.
(b)	By mutual agreement between the Consultant and the Executive Chairman of the Company it is deemed necessary that the hours of service per month are to exceed 40 hours per month, the Consultant shall invoice the Company for the hours in excess of 40 hours at the rate of $600 per hour and the Company shall pay such invoice within 15 days of receipt of the invoice.
(c)	For the Continuing Term, a monthly fee to be agreed upon by the parties prior to the commencement of the Continuing Term but in no case less than the Initial Term monthly fees,
(d)	The Consultant will be eligible to participate in any future bonus or benefit programs commensurate with the senior officer position.
(e)	The Consultant will invoice the Company for the amount of the agreed fees described herein at such intervals as the Consultant deems necessary (e.g. monthly, bi-monthly etc.) , plus applicable value added taxes in effect at the time of rendering the invoice. Presently, a Canadian goods and service tax (“GST”) is in effect at a rate of 5%. Further, the Province of British Columbia attaches a form of services tax (PST”) on certain legal fees that is currently at a rate of 7%. The consultant understands that only in certain circumstances will GST and PST be applicable.

8. Reporting. The Consultant will report to the Executive Chairman of the Company or other designated nominee. The Principal is based in Vancouver and the Company agrees that he may decline to travel when asked to in his sole discretion.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

9.	Expenses. The Company will reimburse the Consultant for reasonable expenses incurred in the performance of the Services after the Consultant submits an expense report with appropriate supporting documentation.
10.	Policies and Rules. The Consultant must comply with all applicable laws, regulations, policies, and rules implemented or amended by the Company, from time to time, which are brought to the Consultant’s notice or of which the Consultant should reasonably be aware.
11.	Indemnity. The Consultant shall indemnify and save harmless the Company, its officers, directors, consultants and agents (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from:

(a)	any and all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which any of the Indemnified Parties may suffer as a result of the negligence, willful misconduct or the default of the Consultant in the performance or non- performance of the Services; and
(b)	any and all costs, charges, legal fees and expenses reasonably incurred by the Company in connection with defending any civil, criminal, statutory or administrative action, proceeding or other remedy with respect to any such alleged liability.

12.	Intellectual Property and Confidential Information
13.1	Intellectual Property. The term “Intellectual Property” shall mean any and all confidential and/or proprietary knowledge, data, or information of Company. “Intellectual Property” includes, but is not limited to, (a) trade secrets, inventions, mask works, ideas, processes, formulae, source and object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and customers (including customer lists); (c) information regarding the skills and compensation of other Consultants of the Company; and (d) sales and marketing techniques or procedures, operations, potential acquisitions, new location plans, perspective and executed contracts and other business relationships or arrangements. Notwithstanding the foregoing, it is understood that at all such times Consultant is free to use information which is generally known in the trade or industry, which is not gained as a result of a breach of this Agreement, or which results from Consultant’s own, skill, knowledge, know-how, and experience to whatever extent and in whichever way it wishes, including the Third Party Services, subject to the other terms and conditions of this Agreement.
13.2	Confidentiality. Consultant acknowledges and understands that the Company has exerted great efforts and expense to develop its Intellectual Property as defined above and that such Intellectual Property is very difficult to protect and is extremely valuable to the Company. In order to protect the Company’s very valuable Intellectual Property, Consultant agrees not to, at any time during or after its engagement with the Company, directly or indirectly, divulge, disclose or communicate to any person, firm or corporation in any manner whatever any Intellectual Property of the Company. While engaged as a consultant of the Company, Consultant may only use Intellectual Property concerning any matters affecting or relating to the Company or the business of the Company for a purpose which is necessary to the carrying out of its duties as an Consultant of the Company, and Consultant may not make use of any Intellectual Property of the Company after it is no longer an Consultant of Company. Consultant agrees to the above without regard to whether all of the above matters will be deemed confidential, material or important, it being stipulated by the parties that all Intellectual Property, whether written or otherwise, is presumed to be important, material and confidential information of Company for purposes of this Agreement, except to the extent that such information may be otherwise lawfully and readily available to the public or trade industry. Consultant agrees that all of the Intellectual Property is owned exclusively by Company and shall at all times be kept confidential. Consultant further agrees that it will, upon termination of its engagement with Company, return to Company all books, records, lists and other written, typed or printed materials, or any other materials or information kept on any media whatsoever of or related to the Company, whether furnished by the Company or prepared by Consultant, which contain any Intellectual Property, and Consultant agrees that it will neither make nor retain any copies of such materials after termination of engagement. For purposes of this paragraph, references to the business or information of or relating to the Company shall include the information or business of any subsidiary or affiliate of Company.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

13.3	Third Party Information: Consultant understands that the Company has received and, in the future will receive from third parties confidential or Intellectual Property of their own (“Third Party Information”), subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of its engagement and thereafter, Consultant will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company Personnel who need to know such information in connection with their work for the Company) or use, except in connection with its work for the Company, Third Party Information unless expressly authorized in writing.
13.4	Use of Information of Prior Companies or Others: Consultant will not improperly use or disclose any confidential information or trade secrets, if any, of any former company or any other company or person to whom it has an obligation of confidentiality and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former company or any other company or person to whom it has an obligation of confidentiality unless consented to in writing by that company or person. Consultant will use in the performance of its duties only information which is generally known and used by persons with training and experience comparable to its own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.
13.	Assignment of Discoveries
14.1	Business Opportunities; Patentable, Copyrightable, Trademarkable Devices & Other Inventions:
	Except for any opportunities or other information related to the Third Party Services Consultant is engaged in, Consultant will make full and prompt written disclosure to the Company of:

(a)

any business opportunity of which it becomes aware and which relates to the business of the Company or any of its subsidiaries or affiliates; and,

(b)

any idea, suggestion, device, program code, apparatus, recipe, formula, method, process or improvement, whether patentable, copyrightable, trademarkable or not, which it may invent, discover or think of, either solely or jointly with any other person or persons, resulting from or in the course of any performance by Consultant of the Services for the Company, or relating to the work or duties Consultant was assigned to perform or actually does perform for the Company, or relating to any phase of the Company’s business or fields of interest in each case whether or not the idea, suggestion, device, program code, apparatus, recipe, formula, method, process or improvement is (i) related to the Company project to which it is so assigned; (ii) made with a contribution by the Company or the use of the Company’s facilities, Equipment, materials, allocated funds, Intellectual Property, or services of the Company’s other Consultants or associated persons; or (iii) made during the working hours Consultant performs the Services for the Company.

14.2

Consultant hereby agrees that all right, title and interest in and to all of Consultant’s “Discoveries” (defined below) and work product made while performing the Services for the Company during the Engagement Period and pursuant to this Agreement, shall belong solely to the Company, whether or not they are protected or protectable under applicable patent, trademark, service mark, copyright or trade secret laws. For purposes of this Clause, “Discoveries” means all Intellectual Property, inventions, designs, discoveries, improvements and copyrightable works, including, without limitation any information relating to the Company’s image, know-how, processes, designs, computer programs and routines, recipes, formulae, techniques, developments or experimental work, work-in-progress or business trade secrets made or conceived or reduced to practice by the Company as a result of Consultant’s performance of the Services. Consultant hereby assigns to the Company all of Consultant’s right, title and interest, including all Proprietary Rights1, to or in such Discoveries. The provisions of this Clause expressly exclude any Discoveries developed on Consultant’s own time; any Discoveries developed as part of the Third Party Services; any Discoveries made without the Company’s equipment, facility, supplies, trade secrets or confidential information; and any Discoveries that do not relate (i) directly to the business of the Company, or (ii) the Company’s actual or demonstrably anticipated research or development of which the Consultant is aware. Consultant covenants that it shall keep the Company informed of the development of all Discoveries made, conceived or reduced to practice by the Company, in whole or in part, alone or with others, which either result from any work Consultant may do for, or at the request of, the Company, or are related to the Company’s present or contemplated activities, investigations, or obligations.

14.3

Enforcement of Proprietary Rights. Consultant hereby agrees to assist the Company in every proper way to obtain, and from time to time enforce, United States, Canadian and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end, at Company’s sole expense, Consultant agrees to execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Consultant agrees to execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designee. Consultant’s obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of its engagement, but the Company shall compensate Consultant at Consultant’s reasonable hourly rate after its termination for the time actually spent by Consultant at the Company’s request on such assistance.

1 “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work, trademark, moral rights and other intellectual property rights or rights attached to such intellectual property throughout the world.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

14.4	Records. Consultant agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings, and in any other form that may be required by Company) of all intellectual property developed by its and all inventions made by it during the period of its engagement with the Company and pursuant to this Agreement, which records shall be available to and remain the sole property of the Company at all times.
14.	Non Competition, Non Solicitation, Non Disparagement
15.1	Non Competition. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant agrees that it will not, directly or indirectly, as an individual, as a member, employee, or agent of a firm, as a shareholder, director, officer, consultant or agent of a corporation, or as part of any other organization or group, participate in, assist, engage in, advise or consult for, lend money to, guarantee the debts or obligations of, permit its name to be used by, or be in any way connected with a business which competes in any way with the intellectual property of the Company (the “Non Competition”). Non-Competition expressly excludes the Third Party Services, and is limited to business activities surrounding the research, the commercial application of the research, licensing of intellectual property and commercialization of proprietary technology directly related to the business of the Company as of the termination date of Consultant’s performance of the Services. This non-compete is not intended to prevent the Consultant from continued participation in building brands and serving as an advisor to business entities within the US or internationally. The Consultant agrees to abide by section 2 (d) herein to ensure transparency with CEO of the Company and inform the Company of all adjacent consulting or Board engagements to ensure activities by the consultant are not misunderstood to be in competition with the actual business of the Company as noted herein. Further, the Consultant agrees that should he become a director of the Company he will abide by all fiduciary duties expected of a director including recusing himself from director votes if he is in a conflict as a result of his other consulting arrangements with other companies.
15.2	Non Solicitation. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant will not, directly or indirectly:

(a)	persuade or induce any customer of Company to patronize any other business which competes in any way with the business of Company or an Affiliate; and
(b)	request or advise any customer of Company or an Affiliate to withdraw, curtail or cancel such customer’s business with Company or an Affiliate.

15.3 Non Disparagement. Neither party will publish or communicate disparaging or derogatory statements or opinions about the other party, including, but not limited to, disparaging or derogatory statements or opinions about the either party’s ownership, management, products or services, to any third party; provided, however, that it shall not be a breach of this Agreement for either party to testify truthfully in any judicial or administrative proceeding or to make statements or allegations in legal filings that are based on that party’s reasonable belief and are not made in bad faith.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

16	Recourse on Breach. The Consultant acknowledges that damages would be an insufficient remedy for a breach of this agreement and understands that the Company may apply to a court for injunctive relief to restrain the Consultant’s breach, or threatened breach, of this Agreement in addition to damages arising from the breach or threatened breach.
17	Termination. This Agreement may be terminated at any time by either party upon provision of 60 days written notice to the other Party of its intention to terminate. Upon receipt of such written notice, the Consultant shall perform only those Services necessary to complete any Services requested by the Company up to and including the date of receipt of such written notice of termination. The Company shall pay Consultant for all fees owed to Consultant for the Services no later than 15 days after the termination date contained in a written notice to terminate.
18	Independent Legal Advice. The Consultant agrees that it has had independent legal advice or the opportunity to receive same in connection with the execution of this agreement and has read this agreement in its entirety understands its contents and is signing this agreement freely and voluntarily without duress or undue influence from any party.
19	Currency. All monies which are referred to in this Agreement are, unless expressly stated otherwise, expressed in lawful money of the United States of America.
20	Entire Agreement. This agreement supersedes all prior agreements, whether written or oral, express or implied, between the parties, and constitutes the entire agreement between the parties.
21	Assignment. This Agreement may not be assigned by either party without the written consent of the non-assigning party.
22	Enurement. This Agreement shall bind and enure to the benefit of the Company’s permitted successors and assigns, and the Consultant’s successors and permitted assigns.
23	Amendment and Waiver. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties.
24	Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision and any invalid provision will be severable from this agreement.
25	Governing Law. This Agreement is governed by and is to be considered, interpreted and enforced in accordance with the laws of the State of Colorado, USA and applicable Federal laws. The Consultant hereby attorns to the non-exclusive jurisdiction of the courts of Colorado, USA.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

26	Headings. All headings in this agreement are for convenience only and shall not be used for the interpretation of this agreement.
27	Confidentiality of Agreement. The terms of this agreement are confidential and neither the Consultant nor the Company may disclose its terms without the written consent of the other party with the exception of disclosure to legal or financial advisors, and disclosure required by the law.
28	Counterparts. This Agreement may be executed by manual signatures or through the use of electronic signatures, and in as many counterparts as may be necessary, and each of which so signed shall be deemed to be an original and provided that all of the parties hereto have executed a counterpart, such counterparts together shall constitute one and the same Agreement. Such executed copy may be transmitted by pdf attachment to an email, via an electronic signing platform such as DocuSign, facsimile or other electronic method of transmission, and the reproduction of signatures by any such method before mentioned will be treated as binding as if originals.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Consulting Agreement.

QUARA DEVICES INC.

By:	/s/ Rod Reum
	Rod Reum, Executive Chairman

David Smalley

/s/ David Smalley

David Smalley

David Smalley Law Corp;

By:	/s/ David Smalley
	David Smalley, President

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

 

SERVICES DESCRIPTION

Job Title: General Counsel of Quara Devices Inc.	Location: Based at Home (currently Vancouver BC Area)
Department: Business Team	Reports to: Executive Chairman
Revision Date: May 2020	Fair Labor Standards Act (FLSA): Exempt

Position Overview

This position is a senior business officer for the Company and is specifically responsible for Quara Devices Inc. and the Divisions of the Company. The position reports to the Executive Chairman of the Company

Responsibilities

Responsibilities are all those required of the General Counsel of a startup biotech company and as requested by the Executive Chairman including but not limited to:

● Give accurate and timely counsel to executives in a variety of legal topics (labor law, partnerships, international ventures, corporate finance etc.)

● Collaborate with management to devise efficient defense strategies when necessary

● Specify internal governance policies and regularly monitor compliance

● Research and evaluate different risk factors regarding business decisions and operations

● Apply effective risk management techniques and offer proactive advice on possible legal issues

● Communicate and negotiate with external parties (regulators, external counsel, public authority etc.), creating relations of trust

● Draft and solidify agreements, contracts and other legal documents to ensure the company’s full legal rights

● Deal with complex matters with multiple stakeholders and forces

● Provide clarification on legal language or specifications to everyone in the organization

● Conduct your work with integrity and responsibility

● Maintain current knowledge of alterations in legislation

● Consult with external lawyers if their areas of expertise exceeds that of the General Counsel.

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

EX1A-15 ADD EXHB

Exhibit 6.6

INDEPENDENT CONSULTING AGREEMENT

THIS AGREEMENT made as of the 1st day of December 2019 (the “Effective Date”).

BETWEEN :

QUARA DEVICES INC., a corporation incorporated under the laws of the State of Wyoming. (the “Company”)

AND :

Steven C. Eror., executive businessman, having his business office at 1576 MT Hwy 434, Wolf Creek, MT 59648 (the “Consultant”)

THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained the parties hereto agree as follows:

1.	Services. The Company agrees to engage the Consultant to provide services to the Company, including but not limit ed to those services described in Schedule A attached hereto (the “Services”), as required by the Company from time to time, and to appoint the Consultant as the Chief Executive Officer of the Company .
2.	Representations and Warranties. The Consultant represents and warrants that :

(a)	The Consultant has the required qualifications, skills and experience to perform the Services;
(b)	the Consultant will comply with all applicable laws and regulations in the course of providing the Services; and
(c)	the Consultant will not, by carrying out the Services, be in a position of conflict of interest with the Company or with any third party, and will not provide services to any other person during the term of this agreement which may create such a conflict of interest, provided however that if the Consultant can foresee a conflict of interest he may proceed with the conflicted relationship with the prior written agreement of the Executive Chairman of the Company .

3.

Term. This Agreement shall take effect as of the Effective Date and shall continue in effect for a term of seven (7) months terminating on June 30, 2020, unless terminated pursuant to clause 14 hereof. It is the intent of the Company and the Consultant to enter into a long-term employment agreement to become effective July 01, 2020 to be negotiated in good faith between the parties prior to June 30, 2020.

4.

Relationship of Parties. The Consultant shall provide the Services to the Company on a non-exclusive basis and the Consultant shall be free to provide its services to third-parties during the Term, provided however that the Consultant shall not provide such services to third parties in such a way that is inconsistent with any provisions hereof, or that so occupy the Consultant’s time and efforts as to impair or diminish the quality, professionalism or performance of the Services provided to the Company hereunder. It is expressly agreed, represented and understood that the parties have entered into an arms’ length independent contract for the rendering of the Services and that the Consultant is not an employee of the Company.

5.	Reporting. The Consultant will report to the Executive Chairman of the Company and to the Board of Directors. The Consultant will be based in Wolf Creek, Montana, but agrees that it will make such visits to the Company’s offices and labs wherever they are located, third party facilities, conferences or elsewhere, periodically throughout the year when required upon reasonable notice by the Company.
6.	Expenses. During t he Term, and upon the 1st of each calendar month of the Term, the Company will pay the Consultant a $3,000 per month expense allowance for expenses incurred in the performance of the Services, including specific equipment required by the Consultant while traveling such as laptop, mobile phone and to maintain an office in Wolf Creek MT. Extraordinary travel and lodging expenses such as airline, car rental and hotel shall be timely reimbursed by the Company. Customary evidence of expenses for extraordinary travel shall be documented and presented to the Company for payment. Any data, information or Company provided software shall remain the property of the Company.
7.	Policies and Rules. The Consultant must comply with all applicable laws, regulations, policies, and rules implemented or amended by the Company, from time to time, which are brought to the Consultant’s notice or of which the Consultant should reasonably be aware.
8.	Indemnity. The Company shall indemnify and save harmless the Consultant, its officers, directors, consultants and agents (collectively, the “Indemnified Parties” and individually an “Indemnified Party’’) from:

(a)	any and all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which any of the Indemnified Parties may suffer as a result of the negligence, willful misconduct or the default of the Company or the Directors, Officers and employees of the Company; and
(b)	any and all costs, charges, legal fees and expenses reasonably incurred by the Company in connect ion with defending any civil, criminal, statutory or administrative action, proceeding or other remedy with respect to any such alleged liability.
(c)	The Company shall apply for Directors and Officers insurance, Entity Indemnification and Entity Securities.

12.	Intellectual Property and Confidential Information
	The Consultant agrees to enter into the Confidentiality, Proprietary Rights, Assignment of Discoveries and Non-Disclosure Agreement attached hereto as Schedule B.

13. Non-Competition, Non-Solicitation, Non-Disparagement

13.1

Non-Competition.  During the Term and for a period of one (1) year after termination of this Agreement, the Consultant agrees that it will not, directly or indirectly, as an individual, as a member, employee, or agent of a firm, as a shareholder, director, officer, consultant or agent of a corporation, or as part of any other organization or group, participate in, assist, engage in, advise or consult for, lend money to, guarantee the debts or obligations of, permit its name to be used by, or be in any way connected with a business which competes in any way with the intellectual property (the “Non-Competition” ). Non-Competition is limited to business activities surrounding the research, the commercial application of research, licensing of intellectual property and commercialization of proprietary technology related to the genetic modifications and advances in fluorescent resonance energy transfer-based sensors. This non-compete is not intended to prevent the Consultant from continued participation in building brands and serving as an advisor to business entities within the US or elsewhere. The Consultant agrees to abide by section 2 (d) herein to ensure transparency with CEO of the Company and inform the Company of all adjacent consulting or Board engagements within related industries to ensure activities by the consultant are not misunderstood to be in competition with the essence of the Company as noted herein. Further, the Consultant agrees that should he/she become a director of the Company he/she will abide by all fiduciary duties expected of a director including recusing himself from director votes if he is in a conflict as a result of his other consulting arrangements with other companies.

13.2

Non-Solicitation. During the Term and for a period of one (1) year after termination of this Agreement, the Consultant will not, directly or indirectly:

(a)	persuade or induce any customer of Company to patronize any other business similar in nature to all or part of Company’s business or the business of an Affiliate or which competes in any way with the business of Company or an Affiliate; and
(b)	request or advise any customer of Company or an Affiliate to withdraw, curtail or cancel such customer’s business with Company or an Affiliate.

13.3 Mutual Non-Disparagement. Neither the Company, its officers or directors, or the Consultant shall publish or communicate disparaging or derogatory statements or opinions about the Company, its officers or directors, or the Consultant including, but not limited to, disparaging or derogatory statements or opinions about the Company’s or Consultants ownership, management, products or services, to any third party; provided, however, that it shall not be a breach of this Agreement for the Company or Consultant to testify truthfully in any judicial or administrative proceeding or to make statements or allegations in legal filings that are based on reasonable belief and are not made in bad faith.

14. Termination. During the Term this Agreement may be terminated at any time by either party upon provision of 30 days written notice to the other Party of its intention to terminate. Upon receipt of such written notice of termination, the Consultant shall perform only those Services necessary to complete any Services requested by the Company up to and including the date of receipt of such written notice of termination. Company may only provide notices to terminate Consultant when the Companies obligations to the Consultant set forth in clause 8 are paid in full.

15.	Independent Legal Advice. The Consultant agrees that it has had independent legal advice or the opportunity to receive same in connection with the execution of this agreement and has read this agreement in its entirety understands its contents and is signing this agreement freely and voluntarily without duress or undue influence from any party .
16.	Currency. All monies which are referred to in this Agreement are, unless expressly stated otherwise, expressed in lawful money of the United States of America .
17.	Entire Agreement. This agreement supersedes all prior agreements, whether written or oral, express or implied, between the parties, and constitutes the entire agreement between the parties.
18.	Assignment. The Company may assign this agreement. The Consultant may only assign this Agreement with the written consent of the Company, such consent to be granted in the sole and absolute discretion of the Company.
19.	Enurement. This Agreement shall bind and enure to the benefit of the Company’s successors and assigns, and the Consultant’s successors and permitted assigns.
20.	Amendment and Waiver. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties.
21.	Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision and any invalid provision will be severable from this agreement.
22.	Governing Law. This Agreement is governed  by and is to  be considered, interpreted and enforced in accordance with the laws of the State of Colorado, USA and applicable Federal laws. The Consultant hereby attorns to the non-exclusive jurisdiction of the courts of Colorado, USA.
23.	Headings. All headings in this agreement are for convenience only and shall not be used for the interpretation of this agreement.
24.	Confidentiality of Agreement. The terms of this agreement are confidential and neither the Consultant nor the Company may disclose its terms without the written consent of the other party, with the exception, of disclosure to legal or financial advisors, and disclosure required by the law.
26.	Counterparts. This Agreement may be executed by manual signatures or through the use of electronic signatures, and in as many counterparts as may be necessary, and each of which so signed shall be deemed to be an original and provided that all of the parties hereto have executed a counterpart, such counterparts together shall constitute one and the same Agreement. Such executed copy may be transmitted by pdf attachment to an email, via an electronic signing platform such as DocuSign, facsimile or other electronic method of transmission, and the reproduction of signatures by any such method before mentioned will be treated as binding as if originals.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Consulting Agreement.

QUARA DEVICES INC.		CONSULTANT
By:	/s/ Rod Reum	By:	/s/ Steven C. Eror
	Rod Reum, Executive Chairman		Steven C. Eror, Individual

SCHEDULE A

SERVICES DESCRIPTION

Job Title: Chief Executive Officer of Quara Devices Inc.	Location: Based at Home (currently Wolf Creek, MT)
Department: Business Team	Reports to: Executive Chairman and to the Board of Directors of the Company
Revision Date: November 2019	Fair Labor Standards Act (FLSA): Exempt

Position Overview

This position is a senior business officer for the Company and is specifically responsible for the Quara Devices Inc. and the Divisions of the Company. The position reports to the Chief Executive Officer of the Company.

Responsibilities

Responsibilities are all those required of the Chief Executive Officer of a startup biotech company and as requested by the Chief Executive Chairman including but not limited to:

● Direct the implementation of business strategy, plans, policies and objectives as established by the board of directors.

● Create annual operating plans that support strategic directions set by the board and correlate with annual operating budgets.

● Collaborates with the board to define and articulate the organization’s vision and to develop strategies for achieving that vision.

● Develop and monitor strategies for ensuring the long-term financial viability of the organization.

● To represent the Company at the highest  level.

● Direct Company legal counsel to promulgate compliance with insider trading and reporting regulations.

● Oversee the operations of organization and manage its compliance with legal and regulatory requirements.

● Design performance incentive programs for staff & management.

● Evaluate effectiveness of performance incentive programs.

● Direct and collaborate with the CFO in corporate negotiations.

● Confer with company officers to plan business objectives, to develop organizational policies to coordinate functions and operations between subsidiaries and departments.

● Establish responsibilities and procedures for attaining objectives.

● Review activity reports to determine progress and status  in attaining objectives and revise objectives and plans in accordance with current conditions.

● Plan and develop industrial, labor, and public relations policies designed to improve the Company’ s image and relations with customers, employees, stockholders, regulators and the public.

● Evaluate performance of executives for compliance with established policies and objectives of the Company and contributions in attaining objectives.

● Confer with company officers on strategy for and liaison with stock market, business press and business analyst’s community.

● In conjunction with the CFO, responsible for company insurance, import / export administration, licensing, contracts and agreements, legal areas and activities, corporate level negotiations (eg. premises, plant , trading, acquisition s and divestments, disposals), major supplier/ customer/ partner relationships, regulatory bodies relation ships and strategies , approvals and accreditations.

SCHEDULE B-

Confidentiality, Proprietary Rights, Assignment of Discoveries and Non-Disclosure Agreement.

As a condition of your continued engagement with Quara Devices Inc. (“Company”) or any of it s related parent or subsidiary organizations, the undersigned (the “Undersigned”) agrees to abide by this Agreement during its engagement with the Company . Undersigned further agrees that the terms of this Agreement shall remain in full force and effect after the end of any engagement as it relate s to Company property and rights.

1. Confidentiality: Undersigned acknowledges and understands that the Company has exerted great efforts and expense to develop its Intellectual Property¹ as defined in the footnote below and that such Intellectual Property is very difficult to protect and is extremely valuable to the Company. In order to protect the Company’s very valuable Intellectual Property, Undersigned agrees not to , at any time during or after his engagement with the Company, directly or indirectly, divulge, disclose or communicate to any person, firm or corporation in any manner whatever any Intellectual Property of the Company. While engaged by the Company, Undersigned may only use Intellectual Property concerning any matters affecting or relating to the Company or the business of t he Company for a purpose which is necessary to the carrying out of his duties in relation to the Company, and Undersigned may not make use of any Intellectual Property of the Company after he is no longer engaged by the Company . Undersigned agrees to the above without regard to whether all of the above matters will be deemed confidential, material or important, it being stipulated by the parties that all Intellectual Property, whether written or otherwise, is presumed to be important, material and confidential information of Company for purposes of this Agreement, except to the extent that such information may be otherwise lawfully and readily available to the general public. Undersigned agrees that all of this Intellectual Property is owned exclusively by Company and shall at all times be kept confidential. Undersigned further agrees that he will, upon termination of his engagement with Company , return to Company all books, records, lists and other written, typed or printed materials, or any other materials or information kept on any media whatsoever of or related to the Company, whether furnished by the Company or prepared by the Undersigned, which contain any Intellectual Property, and Undersigned agrees that he will neither make nor retain any copies of such materials after termination of his engagement with the Company. For the purposes of this paragraph, references to the business or information of or relating to the Company shall include the information or business of any subsidiary or affiliate of Company.

¹ The term “Intellectual Property” shall mean any and all confidential and/or proprietary knowledge, data, or information of Company. “Intellectual Property” includes, but is not limited to, (a) trade secrets, inventions, mask works, ideas, processes, formulae , source and object code, data, program s, other works of author ship, know-how , improvements, discoveries, developments, designs, and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development , new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and customers (including customer lists); (c) information regarding the skills and compensation of Employees or Contractors of the Company; and (d) sales and marketing techniques or procedures, operations, potential acquisitions, new location plans, perspective and executed contracts and other business relationships or arrangements. Notwithstanding the foregoing, it is understood that at all such times Undersigned is free to use information which is generally known in the trade or industry, which is not gained as a result of a breach of this Agreement, or which results from Undersigned’s own, skill, knowledge, know-how, and experience to what ever extent and in whichever way he wishes subject to the other terms and conditions of this Agreement.

1.1.

Third Party Information: Undersigned understands that the Company has received and in the future, will receive from third parties confidential or Intellectual Property of their own (“Third Party Information”), subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of his engagement and thereafter, Undersigned will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company Personnel who need to know such information in connection with their work for the Company) or use, except in connection with his engagement with the Company, Third Party Information unless expressly authorized in writing.

1.2.

Use of Information of Prior Companies or Others: Undersigned will not improperly use or disclose any confidential information or trade secrets, if any, of any former company or any other person to whom he has an obligation of confidentiality and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former company or any other person to whom he has an obligation of confidentiality unless consented to in writing by that former company or person. Undersigned will use in the performance of his duties only information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company .

2. Assignment of Discoveries

2.1. Business Opportunities; Patentable, Copyrightable, Trademarkable Devices & Other Inventions: Undersigned will make full and prompt written disclosure to the Company of:

(a)

Any business opportunity of which he becomes aware and which relates to the business of the Company or any of its subsidiaries or affiliates; and,

(b)

Any idea, suggestion, device, program code, apparatus, recipe, formula, method, process or improvement, whether patentable, copyrightable, trademarkable or not, which he may invent, discover or think of, either solely or jointly with any other person or persons, resulting from or in the course of any work done by Undersigned in relation to his engagement with the Company, or relating to the work or duties he was engaged to or assigned to perform or actually does perform for the Company, or arising out of the use of the Company’s Equipment2, or relating to any phase of the Company’s business or fields of interest in each case whether or not the idea, suggestion, device, program code, apparatus, recipe, formula, method, process or improvement is (i) related to the project to which he is so assigned; (ii) made with a contribution by the Company or the use of the Company’s facilities, Equipment, materials, allocated funds, Intellectual Property, or services of the Company’s other employees, contractors or associated persons; or (iii) made before, during or after Undersigned’s engagement with knowledge or experience gained from Company .

² “Equipment” shall include, but not be limited to, any computers, media, telecommunication devices, recording devices, machinery, mixer, etc. that may be used by Undersigned from time to time.

Undersigned hereby agrees that all right, title and interest in and to the Undersigned’s “Discoveries” (defined below) and work product made on behalf of and during the Undersigned’s engagement with the Company shall belong solely to the Company, whether or not they are protected or protectable under applicable patent, trademark, service mark, copyright or trade secret laws. For purposes of this Section, “Discoveries” means all Intellectual Property, inventions, designs, discoveries, improvements and copyrightable works, including, without limitation any information relating to the Company’s know-how, processes, designs, computer programs and routines, recipes, formulae, techniques, developments or experimental work, work-in-progressor business trade secrets made or conceived or reduced to practice by the Company. Undersigned agrees that all work or other material containing or reflecting any such Discoveries shall be deemed to have been made within the scope of his engagement with the Company, and that those that are protectable by copyright, are works made for hire as defined in Section 101 of the Copyright Act, 15 U.S.C. Section 101. If it is determined that any such works are not works made for hire, Undersigned, hereby assigns to the Company all of Undersigned’s right , title and interest, including all Proprietary Rights3 to or in such Discoveries. The provisions of this Section shall not apply to any Discoveries developed entirely on Undersigned’s own time and without the Company’s equipment, facility, supplies, trade secrets or confidential information; or any Discoveries that do not relate (i) directly to the business of the Company, or (ii) the Company’s actual or demonstrably anticipated research or development; and such Discoveries do not result from any work performed by the Undersigned for the Company. Undersigned covenants that he shall keep the Company informed of the development of all Discoveries made, conceived or reduced to practice by the Company, in whole or in part, alone or with others, which either result from any work Undersigned may do for, or at the request of, the Company, or are related to the Company’s present or contemplated activities, investigations, or obligations.

2.2. Enforcement of Proprietary Rights: Undersigned hereby agrees to assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Discoveries in any and all countries. To that end, Undersigned agrees to execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof . In addition, Undersigned agrees to execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designee. Undersigned’s obligation to assist the Company with respect to Proprietary Rights relating to such Discoveries in any and all countries shall continue beyond the termination of his engagement with the Company, but the Company shall compensate him at a reasonable rate after his termination for the time actually spent by him at the Company’ s request on such assistance. In the event that the Company is unable for any reason, after reasonable effort, to secure Undersigned’s signature on any document needed in connection with the actions specified in the preceding paragraph, Undersigned hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, which appointment is coupled with an interest, to act for and in his behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by him. Undersigned understands and acknowledges that such appointment is irrevocable because it is coupled with an interest and hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which he now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

3.	Records: Undersigned agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings, and in any other form that may be required by Company) of all Intellectual Property developed by him and all inventions made by him during the period of his engagement with the Company and pursuant to this Agreement, which records shall be available to and remain the sole property of the Company at all times.
4.	This Agreement does not create an agreement for an indefinite or specific term for employment, or alter, amend, abrogate or change the Company’s employment at will policy; nor does it alter or amend any Employment Agreement previously entered into by and between the Undersigned and the Company.
5.	This Agreement is effective from the date of the engagement with the Company.

³ “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work , trademark, moral rights and other intellectual property rights or rights attached to such intellectual property throughout the world.

EX1A-15 ADD EXHB

Exhibit 6.7

QUARA DEVICES INC.

STOCK OPTION PLAN

2019

TABLE OF CONTENTS

ARTICLE 1 GENERAL PROVISIONS	1
Section 1.1 Interpretation	1
Section 1.2 Purpose	6
Section 1.3 Administration	6
Section 1.4 Shares Reserved	6
Section 1.5 Limits with respect to Insiders	7
Section 1.6 Non-Exclusivity	7
Section 1.7 Amendment or Termination	7
Section 1.8 Compliance with Legislation	9
Section 1.9 U.S. Consultants	9
ARTICLE 2 OPTIONS	9
Section 2.1 Grants	9
Section 2.3 Option Exercise Price	10
Section 2.3 Option Agreements	10
Section 2.4 Exercise of Options	10
Section 2.5 Transfer of Options	11
Section 2.6 Transfer of Option Shares	11
Section 2.7 Transfer of Options and Option Shares to Permitted Assigns	11
Section 2.8 Termination or Death	12
ARTICLE 3 RESTRICTIVE COVENANTS AND REPURCHASE	13
Section 3.1 Restrictive Covenants	13
Section 3.2 Repurchase Option	13
ARTICLE 4 CHANGE OF CONTROL	14
Section 4.1 Change of Control	14
Section 4.2 Right to Terminate Options on Sale of Corporation	14
ARTICLE 5 MISCELLANEOUS PROVISIONS	15
Section 5.1 No Rights as Shareholder	15
Section 5.2 No Rights to Continued Employment	15
Section 5.3 Special Requirements for U.S. Participants	15
Section 5.4 Withholding Taxes	16
Section 5.5 Conformity with Existing Employment Agreements	16
ARTICLE 6 ADOPTION	17
Section 6.1 Effective Date and Adoption	17
SCHEDULE A
Option Agreement	18

ARTICLE 1

GENERAL PROVISIONS

Section 1.1 Interpretation

(1) For the purposes of the Plan, the following terms shall have the following meanings:

“Affiliate” means an affiliate of the Corporation within the meaning of Section 1.3 of National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended or replaced from time to time;

“Associate” where used to indicate a relationship with any person or company, means: (i)any company of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10 per cent of the voting rights attached to all voting securities of the company for the time being outstanding; (ii) any partner of that person or company; (iii) any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity; (iv) any relative of that person who resides in the same home as that person; (v) any person who resides in the same home as that person and to whom that person is married, or any person of the opposite sex or the same sex who resides in the same home as that person and with whom that person is living in a conjugal relationship outside marriage; or (vi) any relative of a person mentioned in clause (v) who has the same home as that person;

“Board” means the Board of Directors of the Corporation;

“Change of Control” means:

(i)

a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and any one or more of its Affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Corporation immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 60% of the resulting voting rights (on a fully-diluted basis) of the Corporation or its successor;

(ii)

the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Corporation and/or any of its Subsidiaries which have an aggregate book value greater than 30% of the book value of the assets, rights and properties of the Corporation and its Subsidiaries on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned subsidiary of the Corporation in the course of a reorganization of the assets of the Corporation and its subsidiaries;

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(iii)	a resolution is adopted to wind-up, dissolve or liquidate the Corporation;
(iv)	any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or Associates and/or Affiliates of the Acquiror to cast or to direct the casting of 30% or more of the votes attached to all of the Corporation’s outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);
(v)	the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent; or
(vi)	a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholders’ resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change;

For the purposes of the foregoing, “Voting Securities” means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

“Consultants” means individuals, other than employees and officers and directors of the Corporation or an Affiliate that (i) are engaged to provide on a bona fide basis consulting, technical, management or other services to the Corporation or any Affiliate under a written contract between the Corporation or the Affiliate and the individual or a company of which the individual consultant is an employee or shareholder or a partnership of which the individual consultant is an employee or partner and (ii) in the reasonable opinion of the Corporation, spend or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate;

“Contract” means the agreement between the Corporation and any Eligible Person that makes such Eligible Person eligible to be a Participant under this Plan.

“Corporation” means Veridyne Power Corp. and includes any successor thereto;

“Eligible Person” means, subject to all applicable laws, (A) in respect of any grant of Options by the Corporation any employee, Consultant, officer or director of (i) the Corporation or (ii) any Affiliate (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any Affiliate), and (B) in respect of any assignment of Options by a person in (A) above pursuant to Section 2.3(3), means any Permitted Assign of such person as the context requires;

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“Exchange” means the Toronto Stock Exchange, the TSX Venture Exchange, the New York Stock Exchange, NASDAQ or such other stock exchange or quotation system on which the Shares are listed or quoted from time to time;

“Exchange Rate” means the Canadian/United States dollar noon spot rate published by the Bank of Canada on the date the Option is granted;

“Holding Entity” has tile meaning set out in Section 2.22 of National Instrument 45-106 Prospectus and Registration Exemptions, as may be amended or replaced from time to time;

“Incentive Stock Option” or “ISO” means an Option granted to a U.S. Participant that is intended to qualify as an “incentive stock option” within the meaning of section 422 of the IRS Code:

“Insider” means: (i) an insider as defined in the Securities Act (British Columbia) other than a person who is an Insider solely by virtue of being a director or senior officer of an Affiliate; and (ii) an Associate of any person who is an insider by virtue of (i);

“IRS Code” means the United States Internal Revenue Code of 1986, as amended and the regulations and other guidance issued thereunder;

“Market Price” means (a) where the Shares are listed for trading on an Exchange, the volume weighted average trading price of the Shares, calculated by dividing the total value of Shares by the total volume of Shares traded on the Exchange where the majority of the trading volume and value of the Shares occurs, for the five trading days immediately preceding the day the Option is granted; or (b) where the shares are not listed for trading on an Exchange, the fair market value of the Shares.

“Non-Officer Participant” means a Participant who is not an Officer Participant.

“Non-Qualified Stock Option” or “NQSO” means any Option granted to a U.S. Participant that is not an Incentive Stock Option;

“Officer Participant” means a Participant who is either an officer or director or both an officer and a director of the Company.

“Option” means an option to purchase Shares granted to an Eligible Person pursuant to the terms of the Plan;

“Option Shares” means Shares issued to a Participant upon the exercise of an Option. “Participant” means an Eligible Person to whom an Option has been granted;

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“Permitted Assign” means

(a) for any Eligible Person:

(i)	a Holding Entity of such Eligible Person; or
(ii)	a RRSP, RRIF or TFSA of such Eligible Person; and

“Plan” means this 2019 Stock Option Plan of the Corporation, as it may be amended from time to time;

“Repurchase Option” shall have the meaning given to that term in Section 3.2

“Restrictive Covenant” means any restrictive covenant contained in any particular Participant’s Contract with the Corporation;

“RRIF” means a registered retirement income fund as defined in the Income Tax Act (Canada);

“RRSP” means a registered retirement savings plan as defined in the Income Tax Act (Canada);

Sale” means

(i)	a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and any one or more of its Affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Corporation immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 10% of the resulting voting rights (on a fully-diluted basis) of the Corporation or its successor;
(ii)	the sale, exchange or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets, rights or properties of the Corporation and/or any of its Subsidiaries other than a disposition to a wholly-owned subsidiary of the Corporation in the course of a reorganization of the assets of the Corporation and its subsidiaries;
(iii)	a resolution is adopted to wind-up, dissolve or liquidate the Corporation; or
(iv)	the Board adopts a resolution to the effect that a Sale as defined herein has occurred or is imminent;

“Securities Act” means the United States of America federal Securities Act of 1933;

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“Shares” means the common shares in the capital of the Corporation;

“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 1.1 of National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended or replaced from time to time, or in the case of U.S. Participant section 424(f) of the IRS Code;

“10% Shareholder” means a U.S. Participant who, at the time an Incentive Stock Option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Corporation or any Subsidiary, taking into account the attribution rules under section 424(d) of the IRS Code;

“Termination” means: (i) in the case of an employee, the termination of the employment of the employee with or without cause by the Corporation or an Affiliate or cessation of employment of the employee with the Corporation or an Affiliate as a result of resignation or otherwise (other than the retirement of the employee); (ii) in the case of an officer, the removal of or failure to re-elect or re-appoint the individual as an officer of the Corporation or an Affiliate (other than through the retirement of an officer); and (iii) in the case of a Consultant, the termination of the services of a Consultant by the Corporation or an Affiliate (other than through the retirement of a Consultant);

“Termination Date” means the date on which a Participant ceases to be an Eligible Person. In the case of a notice of termination provided by the Corporation, such date shall be the date of termination set out in the notice regardless of whether the Participant received compensation in respect of dismissal or was entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant and, for all purposes of the Plan, a Participant’s employment shall conclusively be deemed to have been terminated on the date of termination set forth in the notice of termination (and for greater certainty shall not include any notice period required by any applicable statute or common law);

“TFSA” means a tax-free savings account as described in the Income Tax Act (Canada);

“Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title or beneficial ownership passes from one person to another, or to the same person in a different capacity, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and

“U.S. Participant” means a Participant that is subject to federal income tax in the United States of America pursuant to the IRS Code and any relevant tax convention.

(2)	In the Plan words imparting the singular number only shall include the plural and vice versa and words imparting the masculine shall include the feminine.
(3)	The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

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Section 1.2 Purpose

The purpose of the Plan is to advance the interests of the Corporation by:

(a)	providing Eligible Persons with additional incentive;
(b)	encouraging equity ownership by such Eligible Persons;
(c)	increasing the proprietary interest of Eligible Persons in the success of the Corporation;
(d)	encouraging Eligible Persons to remain with the Corporation or its Affiliates; and
(e)	attracting new employees and officers.

Section 1.3 Administration

(1)	The Plan shall be administered by the Board or a committee of the Board duly appointed for this purpose by the Board. If a committee is appointed for this purpose, all references herein to the Board will be deemed to be references to the committee.
(2)	Subject to the limitations of the Plan, the Board shall have the authority to:

(a)	grant Options;
(b)	determine the terms, limitations, restrictions and conditions respecting such grants;
(c)	interpret the Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable subject to required prior approval by any applicable regulatory authority and/or shareholders; and
(d)	make all other determinations and take all other actions in connection with the implementation and administration of the Plan.

(3) The Board’s guidelines, rules, regulations, interpretations and determinations pursuant to or relating to the Plan shall be conclusive and binding upon the Corporation and all other persons, including without limitation all Participants. No member of the Board or any person acting pursuant to the authority delegated by it hereunder shall be liable for any action or determination in connection with the Plan made or taken in good faith.

Section 1.4 Shares Reserved

(1) The aggregate number of Shares available to be issued pursuant to the exercise of all Options granted under the Plan shall be 15% of the number of Shares that are issued from time to time. No fractional Shares shall be issued and the Board may determine the manner in which fractional share values shall be treated. Any Shares subject to an Option which has been granted under the Plan that have been cancelled or terminated in accordance with the Plan, without having been exercised, will again be available to be granted under the Plan.

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(2)

The maximum number of Shares which may be reserved for issuance to any one person under the Plan shall be 5% of the Shares issued and outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Shares reserved for issuance to such person under any other security based compensation arrangements of the Corporation.

(3)

If there is a change in or substitution of or exchange of the outstanding Shares by reason of any stock dividend or split, recapitalization, merger, amalgamation, arrangement, consolidation, reorganization, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval (if required) of the relevant stock exchange(s), appropriate substitution or adjustment in:

(a)	the number or kind of Shares or other securities reserved for issuance pursuant to the Plan; and
(b)	the number or kind of Shares subject to unexercised Options granted and the option exercise price of such Shares; provided however that no substitution or adjustment shall obligate the Corporation to issue or sell fractional Shares.

(4) The Corporation shall at all times during the term of the Plan reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

Section 1.5 Limits with respect to Insiders

The maximum number of Options to be held by any Insider under the Plan and any other security based compensation arrangements of the Corporation shall be 5% of the Shares issued and outstanding at the time of the grant (on a non-diluted basis).

Section 1.6 Non-Exclusivity

Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approvals.

Section 1.7 Amendment or Termination

(1) Subject to Section 1.7(2) below, the Board may at any time, and from time to time, and without shareholder approval amend any provision of the Plan, or any Options granted hereunder, or terminate the Plan, subject to any applicable regulatory or stock exchange requirements or approvals at the time of such amendment or termination, including. without limitation, making amendments:

(a)	to Section 2.3 relating to the exercise of options deemed by the Board to be necessary or advisable because of any change in applicable securities laws or other laws;
(b)	to the definitions set out in Section 1.1 other than as provided in Section 1.7(2)(c);
(c)	to the change of control provisions provided for in Article 4. For greater certainty, any change made to Article 4 shall not allow Participants to be treated any more favorably than other holders of Shares with respect to the consideration that the Participants would be entitled to receive for their Shares upon a Change of Control;

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(d)	to Section 1.3 relating to the administration of the Plan;
(e)	to the vesting provision of any outstanding Options as contemplated by the Plan; and
(f)	fundamental or otherwise, not requiring shareholder approval under applicable laws or the rules of the Exchange, including amendments of a “clerical” or “housekeeping” nature and amendments to ensure that the Options granted under the Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which an Eligible Person may from time to time be resident or a citizen.

(2) Notwithstanding Section 1.7(1), the Board shall not be permitted to amend:

(a)	Section 1.4(1) in order to increase the maximum number of Shares which may be issued under the Plan or Section 1.5 so as to increase the Insider participation limits;
(b)	Section 2.2 in any manner or this Section 1.7 so as to increase the ability of the Board to amend the Plan without shareholder approval;
(c)	the definitions of “Eligible Person” and “Permitted Assign”;
(d)	Section 2.4 relating to the transferability of Options other than as permitted under the Plan;
(e)	subject to Section 1.4(3), the exercise price of any Option issued under the Plan where such amendment reduces the exercise price of such Option (for this purpose, a cancellation or termination of an Option of a Participant prior to its expiry for the purpose of re-issuing Options to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Option); or
(f)	the term of any Option issued under the Plan;
	in each case without first having obtained the approval of a majority of the holders of the Shares voting at a duly called and held meeting of holders of Shares and, in the case of an amendment to Section 1.5 so as to increase the Insider participation limits, approval of a majority of the holders of the Shares voting at a duly called and held meeting of holders of Shares excluding shares voted by Insiders who are Eligible Persons.

(3) Any amendment or termination shall not materially and adversely alter the terms or conditions of any Option or materially and adversely impair any right of any Participant under any Option granted prior to the date of any such amendment or termination without the consent of such Participant.

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(4) If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules adopted by the Board and in force at such time, will continue in effect as long as any Options under the Plan or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or Options it would be entitled to make if the Plan were still in effect.

Section 1.8 Compliance with Securities Laws

The Plan, the grant and exercise of Options hereunder and the Corporation’s obligation to sell and deliver Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of the Exchange and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be required. The Board may postpone or adjust any exercise of any Option or the issuance of any Shares pursuant to the Plan as the Board in its discretion may deem necessary in order to permit the Corporation to effect or maintain registration of the Plan or the Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that the Shares and the Plan are exempt from such registration. The Corporation shall not be obligated by any provision of the Plan or the grant of any Option hereunder to issue Shares in violation of such laws, rules and regulations or any condition of such approvals. The Corporation shall, to the extent necessary, take all reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for issuances of such Shares in compliance with applicable laws. Shares issued and sold to Participants may be subject to limitations on sale or resale under applicable securities laws.

Section 1.9 U.S. Consultants

A Consultant who is resident in the United States of America will not be eligible for the grant of Options if, at the time of grant, either the offer or sale of the Corporation’s securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing to the Corporation, because the Consultant is not a natural person, or because of any other provision of Rule 701, unless the Corporation determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions.

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ARTICLE 2
OPTIONS

Section 2.1 Grants

(1)	Subject to the provisions of the Plan, the Board shall have the authority to determine the terms, limitations, restrictions and conditions, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant’s rights in respect of Shares acquired upon exercise of an Option may be forfeited. An Eligible Person may receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion.
(2)	The award of an Option to an Eligible Person at any time shall neither entitle such Eligible Person to receive nor preclude such Eligible Person from receiving a subsequent Option.
(3)	For greater certainty, the Board shall be permitted to grant Options only to an employee, Consultant, officer or director of (i) the Corporation or (ii) any Affiliate (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any Affiliate), and shall not be permitted to grant Options directly to any Permitted Assign.
(4)	Options may be granted so that they qualify as ISOs under section 422(d) of the IRS Code in accordance with the requirements and limitations in Section 4.3 below.
(5)	Each Option shall be confirmed by an option agreement executed by the Corporation and by the Participant to whom such Option is granted. Subject to specific variations approved by the Board in respect of any Options, such variations not to be inconsistent with the provisions of the Plan, all terms and conditions set out in the Plan will be incorporated by reference into and form part of any Option granted under the Plan.

Section 2.2 Option Exercise Price

(1)	The Board will establish the exercise price of an Option at the time each Option is granted based on the terms set out under Section 2.2(2).
(2)	Subject to Section 4.3(d), the exercise price of an Option as established by the Board pursuant to Section 2.2(1) will not be less than the Market Price.
(3)	For participants that are not a resident of Canada for the purposes of the Income Tax Act (Canada) and any relevant tax convention, the exercise price of an Option shall be the amount established by the Board pursuant to Section 2.2(2) multiplied by the Exchange Rate.

Section 2.3 Option Agreements

Each Option must be confirmed, and will be governed, by an agreement (an “Option Agreement”) in the form of Schedule “A” (as the same may be amended from time to time) signed by the Corporation and the Participant or an RRSP of which the Participant is an annuitant or the Participant’s holding company.

Section 2.4 Exercise of Options

(1) Options granted must be exercised no later than ten years after the date of grant or such lesser period as the Board may approve. In the event that any Option expires during, or within 48 hours after a self-imposed blackout period on the trading of securities of the Corporation, such expiry will become the tenth day following the end of the blackout period. A minimum of 100 Shares must be purchased by a Participant upon exercise of Options at any one time, except where the remainder of Shares available for purchase pursuant to Options granted to such Participant totals less than 100.

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(2)

The exercise price of each Option to purchase Shares shall be paid in full by bank draft, or in another manner deemed acceptable to the Corporation, at the time of such exercise, and upon receipt of payment in full, but subject to the terms of the Plan and the related Option Agreement, the number of Shares in respect of which the Option is exercised shall be duly issued as fully paid and non-assessable.

(3)

Subject to the provisions of the Plan and the related Option Agreement, an Option may be exercised from time to time by delivery to the Corporate Secretary of the Corporation at its registered office at Suite 2300 - 1066 West Hastings Street, Vancouver, British Columbia V6E 3X2 a completed and signed Notice of Exercise in the form attached to the agreement evidencing the grant of options, and accompanied by payment in full of the Option exercise price of the Shares to be purchased. Certificates for such Shares shall be issued and delivered to the Participant within a reasonable period of time following the receipt of such notice and payment but in any event not exceeding ten business days.

Section 2.5 Transfer of Options

(1) Subject to Section 2.7(1), Options are non-assignable and non-transferable by the Participants otherwise than by will or the laws of descent and distribution, and shall be exercisable only by the Participant during the lifetime of the Participant and only by the Participant’s legal representative after death of the Participant (subject to the limitation that Options may be not be exercised later than ten years from their date of grant).

Section 2.6 Transfer of Option Shares

(1) Subject to Section 2.7(1), Option Shares may in the sole discretion of the Board contain restrictions on the transfer of such Option Shares, as decided upon by the Board from time to time, and on a case by case basis. Any restriction to be placed upon Option Shares will be described in the Option Agreement provided to the Participant on the grant of Options.

Section 2.7 Transfer of Options and Option Shares to Permitted Assign

(1) Notwithstanding Sections 2.5(1) and 2.6(1), Options or Option Shares may be assigned by an Eligible Person to whom an Option has been granted to a Permitted Assign of such Eligible Person, following which such Options or Option Shares shall be non-assignable and non-transferable by such Permitted Assign, except to another Permitted Assign, otherwise than by will or the laws of descent and distribution, and shall be exercisable only by such Permitted Assign during the lifetime of such Permitted Assign and only by such Permitted Assign’s legal representative after death of such Permitted Assign (subject to the limitation that Options may not be exercised later than ten years from their date of grant). Notwithstanding the foregoing, an ISO may not be transferred or assigned in any manner other than (i) by will or the laws of descent and distribution or (ii) pursuant to a qualified domestic relations order (as described in the IRS Code). Any improper transfer of any Options or Option Shares will not create any rights in the purported transferee and (i) in the case of Options will cause the immediate termination of the Options, and the Corporation will not issue any Shares upon the attempted exercise of improperly transferred Options; and (2) in the case of Option Shares entitle the Corporation to repurchase such shares in the manner described in Section 3.2

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Section 2.8 Termination or Death

(1) Except as otherwise determined by the Board and subject to the limitation that Options may not be exercised later than ten years from their date of grant:

(a)	if a Participant ceases to be an Eligible Person for any reason whatsoever other than death, each Option held by the Participant will cease to be exercisable 30 days after the Termination Date, or such longer period as determined by the Board. If any portion of an Option is not vested by the Termination Date, that portion of the Option may not be exercised by the Participant unless the Board determines otherwise. For greater certainty, any such determination regarding the period for exercise or vesting of options made by the Board may be made at any time subsequent to the date of grant of Options, provided, however, that the Board may not extend the period for exercise beyond the expiry date of the Option. If a Participant ceases to be an Eligible Person because his relationship with the Corporation or an Affiliate is terminated by the Corporation or the Affiliate, as applicable, for cause, such Participant’s Options shall cease to be exercisable immediately upon the Termination Date.
(b)	if a Participant dies, the legal representative of the Participant may exercise the Participant’s Options within a period of the earlier of (i) the expiry date of such Option; and (ii) 12 months after the date of the Participant’s death, but only to the extent the Options were by their term exercisable on the date of death unless otherwise determined by the Board.
(c)	notwithstanding the foregoing, except in the case of a U.S. Participant’s death or disability (as defined in section 22(e)(3) of the IRS Code), an ISO that is exercised after the date that is three months following the U.S. Participant’s termination of employment with the Corporation and all Subsidiaries will be treated as an NQSO to the extent required under sections 422 and 424 of the IRS Code. In the case of a termination of employment due to a U.S. Participant’s disability (as defined in section 22(e)(3) of the IRS Code), an ISO that is exercised after the date that is 12 months following the U.S. Participant’s termination of employment shall be treated as an NQSO to the extent required under sections 422 and 424 of the IRS Code.

(2)

Any Participant to whom an Option is granted under the Plan who subsequently ceases to hold the position in which he or she received such Option shall continue to be eligible to hold such Option as a Participant as long as he or she otherwise falls within the definition of “Eligible Person” in any capacity.

(3)

Except as otherwise provided in the applicable Option Agreement or other agreement between the Participant and the Corporation, if the exercise of an Option following the termination of the Participant’s continuous service (other than for cause and other than upon the Participant’s death or disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the Option will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise period after the termination of the Participant’s continuous service during which the exercise of the Option would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the applicable Option Agreement. In addition, unless otherwise provided in a Participant’s Option Agreement, if the sale of any Shares received upon exercise of an Option following the termination of the Participant’s continuous service (other than for cause) would violate the Corporation’s insider trading policy, then the Option will terminate on the earlier of (i) the expiration of a period of time (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s continuous service during which the sale of the Shares received upon exercise of the Option would not be in violation of the Corporation’s insider trading policy, or (ii) the expiration of the term of the Option as set forth in the applicable Option Agreement.

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ARTICLE 3

RESTRICTIVE COVENANTS AND REPURCHASE RIGHTS

Section 3.1 Restrictive Covenants

(1) Participants will be subject to such Restrictive Covenants as set out in their Contract(s) with the Corporation.

Section 3.2 Repurchase Option

(1)	Where any Participant (or the original Participant, in the case where the Participant has assigned their Options or Option Shares to a Permitted Assign) has their Contract terminated by the Corporation for just cause then the Corporation shall have an irrevocable option (the “Repurchase Option”) for a period of ninety (90) days after said termination, to repurchase from Participant or Permitted Assign, as the case may be, those Option Shares that Participant received pursuant to the exercise of the Option.
(2)	The Company may repurchase all or any of the Option Shares, pursuant to Section 3.2(1), at a price per share equal to the Option’s exercise price for such Option Shares as indicated on Participant’s applicable Option Agreement.
(3)	The Repurchase Option shall be exercised by written notice signed by an officer of the Corporation. Such notice shall identify the number of Option Shares to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Corporation within the term of the Repurchase Option set forth above. The Company shall be entitled to pay for any Option Shares purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to the Company by Participant (including without limitation any note given in payment for the Option Shares), or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Corporation shall become the legal and beneficial owner of the Option Shares being repurchased and all rights and interest therein or related thereto, and the Corporation shall have the right to transfer to its own name the Option Shares being repurchased by the Company, without further action by Participant.

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ARTICLE 4
CHANGE OF CONTROL

Section 4.1 Change of Control or Sale

(1)	Officer Participants. In the event of (i) a Change of Control, but only where within 12 months of such Change of Control the Corporation terminates the employment of the Officer Participant for any reason other than just cause, then all of an Officer Participant’s Options will immediately vest on the date of such termination; or (ii) a Sale all of an Officer Participant’s Options will immediately vest on the date of such Sale. In such events, all Options so vested will be exercisable, conditionally or otherwise, from such date until their respective expiry dates, subject to the terms of any employment agreement or other contractual arrangement between the Officer Participant and the Corporation. For greater certainty, upon a Change of Control or Sale, Officer Participants shall not be treated any more favorably than holders of Shares with respect to the consideration that the Officer Participants would be entitled to receive for their Shares.
(2)	Non Officer Participants. In the event of (i) a Change of Control, but only where within 12 months of such Change of Control the Corporation terminates the employment of the Participant for any reason other than just cause, then the vesting period for a Non-Officer Participant’s Options will be accelerated by 12 months on the date of such termination; or (ii) a Sale, then the vesting period for a Non-Officer Participant’s Options will be accelerated by 12 months on the date of such Sale. In such events, all Options so vested will be exercisable, conditionally or otherwise, from such date until their respective expiry dates, subject to the terms of any employment agreement or other contractual arrangement between the Non-Officer Participant and the Corporation. For greater certainty, upon a Change of Control or Sale, Non-Officer Participants shall not be treated any more favorably than holders of Shares with respect to the consideration that the Non- Officer Participants would be entitled to receive for their Shares.
(3)	If the Participant elects to exercise its Options following a Change of Control or Sale, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Shares which he was entitled upon such exercise, the kind and amount of shares and other securities, property or cash which such holder could have been entitled to receive as a result of such Change of Control or Sale, on the effective date thereof, had he been the registered holder of the number of Shares to which he was entitled to purchase upon exercise of such Options.

Section 4.2 Right to Terminate Options on Sale of Corporation

Notwithstanding any other provision of the Plan, if the Board at any time by resolution declares it advisable to do so in connection with any proposed sale or conveyance of all or substantially all of the property and assets of the Corporation or any proposed merger, consolidation, amalgamation or offer to acquire all of the outstanding Shares (collectively, the “Proposed Transaction”), the Corporation may give written notice to all Participants advising them that, within 30 days after the date of the notice and not thereafter, each Participant must advise the Board whether the Participant desires to exercise its Options prior to the closing of the Proposed Transaction, and that upon the failure of a Participant to provide such notice within the 30-day period, all rights of the Participant will terminate, provided that the Proposed Transaction is completed within 180 days after the date of the notice. If the Proposed Transaction is not completed within the 180-day period, no right under any Option will be exercised or affected by the notice, except that the Option may not be exercised between the date of expiration of the 30- day period and the day after the expiration of the 180-day period, or if earlier, the date the Proposed Transaction is terminated without completion. If a Participant gives notice that the Participant desires to exercise its Options prior to the closing of the Proposed Transaction, then all Options which the Participant elected by notice to exercise will be exercised immediately prior to the effective date of the Proposed Transaction or such earlier time as may be required to complete the Proposed Transaction. The maximum number of Options a Participant may exercise pursuant to the Participant’s applicable Option Agreement is that number of Options that have vested after giving effect to the provisions of section 4.1 hereof.

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ARTICLE 5
MISCELLANEOUS PROVISIONS

Section 5.1 No Rights as Shareholder

The holder of an Option shall not have any rights as a holder of Shares with respect to any of the Shares underlying an Option until such holder shall have exercised such Option in accordance with the terms of the Plan (including tendering payment in full of the exercise price in respect of which the Option is being exercised).

Section 5.2 No Rights to Continued Employment

Nothing in the Plan or any Option shall confer upon a Participant any right to continue in the employment or engagement of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate his employment or engagement at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate to extend the employment or engagement of any Participant beyond the date on which he would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate, or beyond the date on which his relationship with the Corporation or any Affiliate would otherwise be terminated pursuant to the provisions of any employment, consulting or other contract for services with the Corporation or any Affiliate.

Section 5.3 Special Requirements for U.S. Participants

(a)	Notwithstanding any other provision of the Plan to the contrary, the aggregate number of Shares available for ISOs is ___________________ subject to adjustment pursuant to Section 1.4 of the Plan and subject to the provisions of sections 422 and 424 of the IRS Code.
(b)	Each option agreement shall specify whether the related Option is an ISO or a NQSO. If no such specification is made, the related Option will be a NQSO.
(c)	An ISO shall be treated as a NQSO to the extent that the aggregate Market Price (determined as of the applicable grant date) with respect to which ISOs are exercisable by the U.S. Participant for the first time during any calendar year (pursuant to the Plan and all other plans of the Corporation and of any Affiliate for purposes of section 422 of the IRS Code) will exceed U.S.$100,000 or any other limitation subsequently set forth in section 422(d) of the IRS Code.

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(d)	The exercise price per Share of an ISO granted to a 10% Shareholder will be not less than 110% of the Market Price on the applicable grant date and must have a 5 year maximum term.
(e)	An ISO may only be granted within the 10-year period beginning from the earlier of the date the Plan is adopted by the Board or the date the Plan is approved by shareholders of the Corporation.
(f)	If the Board determines to extend the exercise period of an ISO pursuant to its authority under Section 2.3 above or to make any other revision to the terms of an ISO, such Option shall thereafter be treated as a NQSO to the extent required under sections 422 and 424 of the IRS Code. Notwithstanding any provision in the Plan to the contrary, any revision to the terms of an Option (whether an ISO or NQSO) granted to a U.S. Participant shall be made only if it does not create adverse tax consequences under section 409A of the IRS Code.

Section 5.4 Withholding Taxes

The exercise of each Option granted under the Plan is subject to the condition that if at any time the Corporation determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Corporation. In such circumstances, the Corporation may require that a Participant pay to the Corporation, in addition to and in the same manner as the exercise price for the Shares, such amount as the Corporation is obliged to remit to the relevant taxing authority in respect of the exercise of the Option or, alternatively, the Corporation shall have the right in its discretion to satisfy any such liability for withholding or other required deduction amounts by retaining or acquiring any Shares acquired upon exercise of any Option, or retaining any amount payable, which would otherwise be issued or delivered, provided or paid to a Participant by the Corporation, whether or not such amounts are payable under the Plan.

Section 5.5 Conformity with Existing Employment Agreements

Notwithstanding any other provision of this Plan, to the extent that the provisions of this Plan conflict with the terms of any employment agreement between a Participant and the Corporation that is effective prior to the date of adoption of the Plan, the provisions of such employment contract shall control the rights of the Participant with respect to Options granted under this Plan.

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ARTICLE 6
ADOPTION

Section 6.1 Effective Date and Adoption

This Plan shall be effective on that date the shareholders of the Corporation approve this plan at the next annual and special meeting of the Corporation.

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SCHEDULE “A”

QUARA DEVICES INC.

[Date]

PERSONAL & CONFIDENTIAL

[Name]

[Address]

Dear [Name]:

The Corporation’s Stock Option Plan (the “Plan”) dated permits the Board of Directors to grant options to officers, employees and others whose contribution to the Corporation is significant. In recognition of your contribution to the Corporation and in order to permit you to share in enhanced values that you will help to create, the Board is pleased to grant to you an option (the “Option”) to purchase Common Shares (the “Shares”) of the Corporation. This Option is granted on the basis set out in this letter, and is subject to the Plan, a copy of which is attached. This letter and the Plan are referred to collectively below as the “Option Documents”. All capitalized terms not otherwise defined shall have the meaning attributed to them in the Plan.

The total number of Shares that you

may purchase pursuant to this Option is:

The Option exercise price per Share is:

Your rights to purchase Shares will vest and expire as follows:

Vesting Date Number of Shares Expiry Date

Subject to earlier expiration in accordance with the Option Documents, your rights to purchase Shares pursuant to this Option will expire with respect to any vested portion at 11:59 p.m. on the expiry date set out above for such vested Options.

This Option may be exercised in whole or in part in respect of vested Options at any time prior to expiry of the relevant Options, by delivery of written notice to the Corporation’s head office to the attention of the Secretary of the Corporation, specifying the number of Shares to be purchased, accompanied by payment by bank draft or certified cheque of the total purchase price of the Shares. This Option may not be exercised in amounts of less than 100 Shares in the case of any one exercise unless that exercise would entirely exhaust the Option.

Nothing in the Option Documents will affect our right to terminate your services, responsibilities, duties and authority at any time for any reason whatsoever. Regardless of the reason for your termination, your Option rights will be restricted to those Option rights which have vested on or prior to your date of termination and, in any claim for wrongful dismissal or breach of contract, no consideration will be given to any Options that might have vested during an appropriate notice period or as a result of additional compensation you may receive in place of that notice period. All decisions made by the Board of Directors with regard to any questions arising in connection with the Option Documents, whether of interpretation or otherwise, will be binding and conclusive on all parties.

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The Option rights granted to you are personal and may not be sold, pledged, transferred or encumbered in any way. There are restrictions on the transfer of Shares issued to you pursuant to the Plan. Complete details of the restrictions referred to in this letter are set out in the Plan.

Please acknowledge acceptance of your Option rights on these terms by signing where indicated below on the enclosed copy of this letter and returning the signed copy to the Corporation to the attention of the Secretary. By signing and delivering this copy, you are acknowledging receipt of a copy of the Plan and are agreeing to be bound by all of the terms of the Option Documents.

Yours truly,

QUARA DEVICES INC.

By:

I have read and agree to be bound by this letter and the Plan.

Signature:

Address:

Witness:

Witness Name:

(Printed)

Note: Letter to be revised if Options granted to RRSP or Holding Company OR to a US Participant

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EX1A-15 ADD EXHB

Exhibit 6.8

ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

March 26, 2019

Pebble Labs USA Inc., a State of New Mexico corporation, (the “Assignor”); and,

Quara Devices Inc., a State of Wyoming corporation (“Assignee”).

WHEREAS, the Assignor is the owner of all and/or part of any and all intellectual property rights, including all inventions and patent rights therein, copyrights, design rights, trade secrets, confidential information, and any other analogous intangible proprietary rights, whether registered or unregistered, which may subsist anywhere in the world, and all applications for registration or issuance of any of same, including all divisions, continuations, reissues, and extensions thereof, and all rights to file any such applications, and all registrations for any of same; relating to the Improved Fluorescent Resonance Energy Transfer Based Biosensor Proteins and Their Methods of Use Thereof, U.S. Provisional Patent No. 6273,0424 filed on September 12, 2018 (the “IP”);

WHEREAS Assignee desires to acquire all the rights in and to the IP;

WHEREAS as partial consideration for the assignment of the Assignee wishes to re-grant the Assignor certain rights in and to the IP by a License Agreement and Royalty Agreement.

NOW THEREFORE, for and in consideration of

(i) an upfront payment of US$500,000, due on or before November 30, 2019; and

(ii) a grant of a 1.5% royalty of all Net Sales by Assignee and its Affiliates and Sublicenses related to the Patent which is further described in a Research License and Royalty Calculation Agreement which the Assignor and Assignee entered into on March 26, 2019.

Assignor hereby assigns to Assignee ONE HUNDRED PERCENT (100%) of its right, title and interest in the invention and IP and any reissues or extensions and for the entire terms of any patents, reissues or extensions that may issue from foreign applications, divisions, continuations in whole or part or substitute applications filed claiming the benefit of the IP. The right, title and interest conveyed in this Assignment is to be held and enjoyed by Assignee and Assignee’s successors as fully and exclusively as it would have been held and enjoyed by Assignor had this Assignment not been made. Note however that in the event the said upfront payment of US$500,000 is not paid by the Assignee to the Assignor on or before November 30, 2019, then this Assignment of IP Rights is null and void, the Assignor will retain the IP rights and the Assignee will have no rights to the IP.

Assignor further agrees to: (a) cooperate with Assignee in the protection of the patent rights and prosecution and protection of foreign counterparts; (b) execute, verify, acknowledge and deliver all such further papers, including patent applications and instruments of transfer; and (c) perform such other acts as Assignee lawfully may request to obtain or maintain the patents and any and all applications and registrations for the invention in any and all countries.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this agreement. This agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, i.e., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

Pebble Labs USA Inc.		Quara Devices Inc.
BY:	/s/ Michael B. Harrison	BY:	/s/ Rodney W. Reum
NAME:	Michael B. Harrison	NAME:	Rodney W. Reum
TITLE:	C.E.O. and Chairman	TITLE:	Executive Chairman

SCHEDULE A – RESEARCH LICENSE AND ROYALTY CALCULATION AGREEMENT

PEBBLE LABS USA INC.

(Pebble)

and

QUARA DEVICES INC.

(Quara)

RESEARCH       LICENSE       AND       ROYALTY       CALCULATION       AGREEMENT

THIS AGREEMENT is made the 26th day of March, 2019

B E T WE E N

PEBBLE LABS USA INC. of 433 Paseo de Peralta, Suite 200, Santa Fe, New Mexico 87501 (Pebble);

AND

QUARA DEVICES INC. of 1623 Central Avenue, Ste. 204, Cheyenne, WY 82001. (Quara).

R E C I TA LS

A.	Pebble has assigned the Patent to Quara for a one-time payment of US$500,000 subject to the reservation of the Royalty (the “Assignment”).
B.	As further compensation for the assignment Quara wishes to grant Pebble (I) an exclusive perpetual license to continue its research using the Patent and (ii) a Royalty, as described below.

IT IS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION
1.1	Definitions

In this Agreement:

Agreement and this Agreement means the agreement constituted by this document;

Business Day means a day that is not a Saturday, Sunday or public holiday in New Mexico, U.S.A. or British Columbia, Canada;

Contract Quarter means the three-month periods ending on March 31, June 30, September 30, and December 31 of each Contract Year;

Contract Year means the year beginning January 1;

Execution Date means the date this Agreement has been signed by the last Party to sign it;

Net Sales means the gross value of any and all consideration received by Quara and its Affiliates (collectively “Quara”) from the sale of the Product less the following items directly attributable to the sale of the Product that are specifically identified on the invoice for such sale and borne by Quara as the seller: (a) discounts and rebates actually granted; (b) sales, value added, use and other taxes and government charges actually paid, excluding income taxes; (c) import and export duties actually paid; (d) freight, transport, packing and transit insurance charges actually paid or allowed; and (e) other amounts actually refunded, allowed or credited due to rejections or returns, but not exceeding the original invoiced amount;

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Party means a party to this Agreement;

Pebble means Pebble Labs USA Inc., a party to this Agreement and all of its subsidiaries;

Patent means Improved Fluorescent Resonance Energy Transfer Based Biosensor Proteins and their Methods of Use Thereof, U.S. Provisional Patent No. 62730424, filed on September 12, 2018;

Product means biosensors that use the patented technology described in the Patent;

Quarterly Payment Deadline means the day that is forty-five (45) days after the last day of any particular Contract Quarter.

Royalty or Royalties means recurring compensation paid to Pebble being 1.5% of the Net Sales of the Product as reserved in the Assignment.

1.2 Interpretation

In this Agreement unless the context otherwise requires:

(a)	headings are for convenience only and do not affect its interpretation;
(b)	an obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits all of them jointly and each of them severally;
(c)	the expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust;
(d)	a reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person taking by way of novation;
(e)	a reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time;
(f)	a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
(g)	words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender;
(h)	reference to parties, sections, schedules, exhibits or annexures are references to parties, sections, schedules, exhibits and annexures to or of this Agreement and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement;
(i)	where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and
(j)	a reference to $ or dollar is to the currency of the United States of America.

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2.	LICENSE
2.1	Grant

Quara grants to Pebble an exclusive perpetual license to make, use, and practice the Patent for research, clinical, teaching, or other non- commercial purposes, but not for purposes of commercial development, use, manufacture, or distribution of any product other than as authorized with the written consent of Quara.

2.2 Limitation of Rights

Pebble shall have no rights with respect to the Patent except as may be expressly granted hereunder. Pebble shall not apply for any patent or other right and shall not divulge or disclose any information, material or documents, concerning this Agreement or the rights contained hereunder or make available in any way or use the aforesaid Product, except as expressly provided in this Agreement, without the prior written consent of Quara.

2.3 Commercial Rights in respect of IP developed using Patent

Pebble agrees that the Patent, or any other intellectual property developed from research facilitated by the Patent, shall not be used as the basis of a commercial product or service or otherwise adapted to circumvent the need for obtaining a license from Quara for the use of the Patent other than as specified by this Agreement or with the written consent of Quara.

3.	ROYALTY
3.1	Licensing Fees paid to Pebble

During the term of this Agreement Quara will pay the Royalty on Net Sales in each Contract Quarter on or before the Quarterly Payment Deadline for such Contract Quarter. The Royalty will be net of any applicable withholding taxes.

3.2 Records and Payment

Utilizing the report form in Appendix 1, Quara will provide to Pebble a quarterly payment and royalty report and payment of the amount due by the Quarterly Payment Deadline.

3.3 Auditing

Quara and its Affiliates will permit Pebble or its representatives, at Pebble’s expense, to periodically examine books, ledgers, and records during regular business hours, at Quara’s or its Affiliate’s place of business, on at least thirty (30) days advance notice, to the extent necessary to verify any payment or report required under this Agreement. For each licensee of Quara, Quara shall obtain such audit rights for Pebble and itself. If Quara conducts an audit of the licensee’s records, Quara will furnish to Pebble a copy of the findings from such audit. No more than one audit of Quara, each Affiliate, and each licensee shall be conducted under this Section 3.3 in any calendar year. If any amounts due to Pebble have been underpaid, then Quara will immediately pay Pebble the amount of such underpayment. Such audits may at Pebble’s sole discretion, consist of a self-audit conducted by Quara at Quara’s expense and certified in writing by an authorized officer of Quara.

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4.	FURTHER CONSIDERATION
4.1	Demonstration Units

Quara agrees to provide Pebble, on request, with a reasonable number of units annually of the Product which Pebble may use for research, marketing and commercialization of its own products which are not in violation of the Patent. Pebble will pay Quara for such units of the Product at Quara’s cost of production.

4.2 Option to further Intellectual Property

In the event Pebble produces or acquires further patentable intellectual property that would be of use in creating any further science or products of a similar nature to the Product, such as any other biosensor, Quara shall have the option to purchase each such intellectual property for a fee of US$500,000 and a running royalty of 1.5% of Net Sales (“Option”).

5.	REPRESENTATIONS AND WARRANTIES
5.1	Quara Representations and warranties

As at the Execution Date, Quara warrants and represents to Pebble that:

(a)	incorporation: it is duly incorporated and validly exists under the laws of its place of incorporation;
(b)	corporate power: it has the corporate power to own its assets and to carry on its business as it is now being conducted;
(c)	authority: all consents, licences, approvals and authorisations required to be obtained by it in connection with the execution, delivery and performance of this Agreement have been obtained and are valid and subsisting;
(d)	patents: it is the owner of the Patent or otherwise has the right to grant the licenses granted to Pebble in this Agreement. However, nothing in this Agreement shall be construed as:

(i) a warranty or representation by Quara as to the validity or scope of any of the Patents;

(ii) a warranty or representation that anything made, used, sold or otherwise disposed of under the license granted in this Agreement will or will not infringe patents of third parties;

(iii) an obligation to furnish any know-how not provided to the Patents or any services other than those specified in this Agreement; and

(iv) warranty, express of implied that the Products will be developed or will be successful for any commercial use.

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5.2 Pebble Representations, Warranties and Covenants

As at the Execution Date, Pebble warrants and represents to and covenants with Quara that:

(a)	incorporation: it is duly incorporated and validly exists under the laws of its place of incorporation;
(b)	corporate power: it has the corporate power to own its assets and to carry on its business as it is now being conducted;
(c)	authority: all consents, licences, approvals and authorisations required to be obtained by it in connection with the execution, delivery and performance of this Agreement have been obtained and are valid and subsisting;
(d)	costs: Pebble will bear all costs and liabilities relating to the conduct of its business, including but not limited to the cost and expense of providing and maintaining its place of business, the wages of its employees, the payment of commissions or other compensation to its agents or independent contractors, and its expenses incurred for or in connection with its performance under or breach of this Agreement;
(e)	no disparagement: to refrain from disparaging Quara and its subsidiaries or its Products, or from otherwise injuring the reputation and good standing of Quara and its subsidiaries;
(f)	potential customer approaches: to immediately notify Quara of any potential purchaser who approaches Pebble in respect of the Product; and

5.3 Survival and repetition of representations and warranties

The representations and warranties in, or given under, this Agreement including, but not limited to, section 5.1 and section 5.2 shall survive the execution of this Agreement.

6.	CONFIDENTIALITY
6.1	Confidential Information

The parties agree to be bound by the terms and conditions of an MNDA made between the Parties dated March 26, 2019 for the entire term of this Agreement.

7.	NOTICES
7.1	Requirements for Notice

Each notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed and prepaid mail or email in each case addressed to the Party at its address set out in section 7.2, or as the case may be to such other address as it may from time to time notify to the other Parties pursuant to section 7.3.

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7.2 Address of Parties

The initial address of the Parties shall be as follows: In the case of Pebble

Address:	433 Paseo De Peralta, Suite 200
	Santa Fe, NM 8750
Email:	legal@pebblelabs.com
Attention:	Chief Operating Officer

In the case of Quara:

Address:	1623 Central Avenue, Ste. 204,
	Cheyenne, WY, 82001
Email:	rreum@cabglobal.com
Attention:	Chairman

7.3 Change of Address

Each Party may from time to time change its address by giving notice pursuant to section 7.1 to the other Parties.

7.4 Receipt of Notice

Any notice given pursuant to section 7.1 will be conclusively deemed to have been received:

(a)	in the case of personal delivery, on the actual day of delivery if delivered prior to 5 pm (Pacific Daylight Time) on a Business Day or on the next following Business Day if delivered after 5 pm (Pacific Daylight Time) on a Business Day or on a day other than a Business Day;
(b)	if sent by mail, on the fifth clear Business Day after the day of posting; or
(c)	if sent by email, when a delivery confirmation report is received by the sender which records the time that the e-mail was delivered to the addressee’s e-mail address (unless the sender receives a delivery failure notification indicating that the e-mail has not been delivered to the addressee),

but if the delivery or receipt is on a day that is not a Business Day or is after 5:00 pm (addressee’s time) it is regarded as received at 9:00 am on the following Business Day.

8. FURTHER ASSURANCE

Each Party shall sign, execute and do all deeds, acts, documents and things as may reasonably be required by the other Party to effectively carry out and give effect to the terms and intentions of this Agreement.

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9. VARIATION

No modification or alteration of the terms of this Agreement shall be binding unless made in writing dated subsequent to the date of this Agreement and duly executed by the Parties.

10. ASSIGNMENT

No Party may assign any right or obligation under this Agreement without the prior written consent of the other Party.

11. SEVERANCE

If any provision of this Agreement is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining and capable of separate enforcement without regard to the invalid provision, shall be and continue to be valid and forceful in accordance with their terms.

12. ENTIRE AGREEMENT

This Agreement shall constitute the sole understanding of the Parties with respect to the subject matter and replaces all other agreements with respect thereto.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law from time to time in the state of Colorado and the Parties agree to submit to the non-exclusive jurisdiction of the courts of Colorado and the courts which hear appeals therefrom.

BALANCE OF PAGE LEFT BLANK

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14. COUNTERPARTS

This Agreement may be executed in any number of counterparts (including by way of facsimile) each of which shall be deemed for all purposes to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.

EXECUTED by the Parties as an agreement.

EXECUTED BY	)
PEBBLE LABS INC.	)
in accordance with its constituent	)
documents and place of incorporation:	)

/s/ Michael B. Harrison

Michael B. Harrison

Chairman and CEO

EXECUTED BY	)
QUARA DEVICES INC.	)
in accordance with its constituent	)
documents and place of incorporation:	)

/s/ Rodney W. Reum

Rodney W. Reum Executive Chairman

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Appendix 1

QUARTERLY ROYALTY

REPORT

Period Covered From: _____________________________	Through: ____________________________________
Prepared By: _________________________________	Date: ______________________________________
Approved By: _______________________________	Date: _______________________________________
Product Line Details: Line: _________________________	Trade Name: _________________________________

Report Currency: [  ]  U.S. Dollars [  ]  Other: ____________________________

Country	Gross Sales	Allowances	Net Sales	Royalty Rate		Royalty Amount
				1.5	%
				1.5	%

Total Royalty: ____________________

Conversion Rate: _____________

Total Royalty in U.S. Dollars: __________________

Page 9 of 9

STRICTLY PRIVATE AND CONFIDENTIAL

March 12, 2019

Pebble Labs USA Inc.

433 Paseo de Peralta, Suite 200

Santa Fe, NM, 87501

Attention: Mr. Michael B. Harrison, CEO

Dear Sirs,

RE: Extension of Upfront Payment due under Assignment of Intellectual Property Rights dated March 26, 2019, as amended.

This letter agreement (“Amendment”) is for the purposes of extending certain payment dates in respect of the upfront payment due pursuant to the Assignment of Intellectual Property Rights (the “Agreement”) with respect to Improved Fluorescent Resonance Energy Transfer Based Biosensor Proteins and Their Methods of Use Thereof, U.S. Provisional Patent No. 62730424 between Quara Devices Inc. (“Quara”) and Pebble Labs USA Inc. (“Pebble”) dated March 26, 2019, as amended on November 20, 2019, so as to allow Quara sufficient time to access additional financing.

The parties acknowledge a mutual intent to extend to September 30, 2020 the date for payment of the upfront payment of $500,000 due under the Agreement.

To that end, and for good and valuable consideration sufficiency of which is hereby acknowledged by all parties, the parties agree that the date of payment of the upfront payment of $500,000 due under the Agreement on May 31, 2020 shall be amended to September 30, 2020.

No other provision of the Agreement is amended by this Amendment and the Agreement shall remain in full force and effect in all respects except as amended hereby.

This Amendment and the Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective administrators, representatives, successors, and permitted assigns.

If you are in agreement with the terms of this letter please execute a copy and return it to the undersigned.

This Amendment may be executed by the parties hereto in as many counterparts as may be necessary, and each such agreement so executed shall be deemed to be an original and, provided that all of the parties have executed a counterpart, such counterparts together shall constitute a valid and binding agreement, and notwithstanding the date of execution shall be deemed to bear the date as set forth above. Such executed copy may be transmitted by telecopied facsimile or other electronic method of transmission, and the reproduction of signatures by facsimile or other electronic method of transmission will be treated as binding as if originals.

[SIGNATURE PAGE FOLLOWS]

Quara Devices Inc.

1623 Central Avenue, Ste. 204,

Cheyenne, WY 82001.

Page 1 of 2

QUARA DEVICES INC.
By:	/s/ Rodney W. Reum
	Rodney W. Reum
	Executive Chairman

Agreed to this 12 day of March, 2020.
PEBBLE LABS USA INC.
By:	/s/ Michael B. Harrison
	Michael B. Harrison
	CEO

[END OF DOCUMENT]

Page 2 of 2

EX1A-15 ADD EXHB

Exhibit 6.9

ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

This assignment of intellectual property rights agreement (the “Agreement”) is made April 13, 2020, between

OptiEnz Sensors, LLC, a body corporate registered and subsisting under the laws of the State of Colorado, having a business address at 320 East Vine Drive, Suite 129, Fort Collins, CO 80524 (the “Assignor”); and

Quara Devices Inc., a body corporate incorporated and subsisting under the laws of the state of Wyoming, having a business address at 1712 Pearl St., Boulder CO 80302 (the “Assignee”);

WHEREAS, the Assignor has invented a portable instrument and associated software for measuring fluorescence resonance energy transfer (FRET) between pairs of fluorophores. The instrument, software, and methods developed can be used to measure FRET between any fluorophore pair and can make simultaneous measurements of multiple fluorophore pairs. The present instrument, software, and methods have been developed specifically for measurement of BAI-2 concentrations with single proteins containing FRET pairs and a BAI-2 binding domain. BAI-2 is a quorum-sensing molecule synthesized by bacterial pathogens. By measuring BAI-2, the instrument provides a method for detection of pathogenic bacteria and has applications in several industries including healthcare (the said invented portable instrument and associated software are, collectively, the “Technology”).

WHEREAS the Assignor is the owner of all intellectual property rights, including all inventions and patent rights therein, copyrights, design rights, trade secrets, confidential information, and any other analogous intangible proprietary rights, whether registered or unregistered, which may subsist anywhere in the world, and all applications for registration or issuance of any of same, including all divisions, continuations, reissues, and extensions thereof, and all rights to file any such applications, and all registrations for any of same; all relating to the Technology (collectively, the “IP”):

WHEREAS Assignee desires to acquire all the rights in and to the IP;

WHEREAS as consideration for the assignment of the IP the Assignee wishes to re-grant the Assignor certain rights in and to the IP by a License Agreement and Royalty Agreement.

NOW THEREFORE, for and in consideration of (i) a payment of US$50,000, previously advanced to the Assignee and (ii) the Assignee agreeing to enter into that License and Royalty Agreement attached hereto as Schedule A, Assignor hereby assigns to Assignee ONE HUNDRED PERCENT (100%) of its right, title and interest in the invention and IP and any provisional patents, issues, reissues or extensions and for the entire terms of any patents, reissues or extensions that may issue from foreign applications, divisions, continuations in whole or part or substitute applications filed claiming the benefit of the IP. The right, title and interest conveyed in this Assignment is to be held and enjoyed by Assignee and Assignee’s successors as fully and exclusively as it would have been held and enjoyed by Assignor had this Assignment not been made.

Assignor further agrees to: (a) cooperate with Assignee in the filing of a US provisional or full patent application; the protection of the IP rights, patent rights and prosecution and protection of foreign counterparts; (b) execute, verify, acknowledge and deliver all such further papers, including patent applications and instruments of transfer; and (c) perform such other acts as Assignee lawfully may request to obtain or maintain the patents and any and all applications and registrations for the invention in any and all countries.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this agreement. This agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, i.e., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

OptiEnz Sensors, LLC		Quara Devices Inc.
BY:	/s/ Stephen Witt	BY:	/s/ Rodney W. Reum
NAME:	Stephen Witt	NAME:	Rodney W. Reum
TITLE:	Chief Executive Officer	TITLE:	Executive Chairman

SCHEDULE A – LICENSE AND ROYALTY AGREEMENT

OptiEnz Sensors, LLC.

(OptiEnz)

and

QUARA DEVICES INC.

(Quara)

LICENSE AND ROYALTY CALCULATION AGREEMENT

THIS AGREEMENT is made the 13^th day of April, 2020

B ETWE EN

OPTIENZ SENSORS, LLC. of 320 East Vine Drive, Suite 129, Fort Collins, CO 80524

(OptiEnz);

AND

QUARA DEVICES INC. of 1712 Pearl St., Boulder CO 80302 (Quara).

R E CITA LS

A. OptiEnz has assigned all of its IP related to FRET – Based Detection in the field of the detection of microbial pathogens to Quara for a one-time payment of $50,000 subject to the reservation of the Royalty (the “Assignment”).

As further compensation for the assignment Quara wishes to grant OptiEnz (I) an exclusive perpetual worldwide royalty-free license to continue its research using the IP and an exclusive perpetual worldwide royalty-free license for OptiEnz to use the IP for any legal purpose it desires save and except such license will not include the field of the detection of microbial pathogens;

B. (ii) a Royalty, as described below.

IT IS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION
1.1	Definitions

In this Agreement:

Agreement and this Agreement means the agreement constituted by this document;

Assignment Agreement means that Assignment of Intellectual Property Rights Agreement made April 13, 2020 between OptiEnz and Quara;

Contract Quarter means the three-month periods ending on March 31, June 30, September 30, and December 31 of each Contract Year;

Contract Year means the year beginning January 1;

Execution Date means the date this Agreement has been signed by the last Party to sign it;

Net Sales means the gross value of any and all consideration received by Quara and its Affiliates (collectively “Quara”) from the sale of the Product less the following items directly attributable to the sale of the Product that are specifically identified on the invoice for such sale and borne by Quara as the seller: (a) discounts and rebates actually granted; (b) sales, value added, use and other taxes and government charges actually paid, excluding income taxes; (c) import and export duties actually paid; (d) freight, transport, packing and transit insurance charges actually paid or allowed; and

Page 1 of 10

(e) other amounts actually refunded, allowed or credited due to rejections or returns, but not exceeding the original invoiced amount;

Party means a party to this Agreement;

OptiEnz means OptiEnz Sensors, LLC, a party to this Agreement and all of its subsidiaries;

IP means the intellectual property and defined as IP in the Assignment Agreement;

Product means a device for detecting bacteria in bio-samples whereby such device is produced using any of the IP;

Quarterly Payment Deadline means the day that is forty-five (45) days after the last day of any particular Contract Quarter.

Royalty or Royalties means recurring compensation paid to OptiEnz being 5% of the Net Sales of the Product as reserved in the Assignment up to a total royalty payment of $450,000 after which the Royalty shall be calculated at 1.5% of the Net Sales of the Product as reserved in the Assignment Agreement.

Technology has the meaning described in the Assignment Agreement.

1.2 Interpretation

In this Agreement unless the context otherwise requires:

(a)	headings are for convenience only and do not affect its interpretation;
(b)	an obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits all of them jointly and each of them severally;
(c)	the expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust;
(d)	a reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person taking by way of novation;
(e)	a reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time;
(f)	a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;

Page 2 of 10

(g)	words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender;
(h)	reference to parties, sections, schedules, exhibits or annexures are references to parties, sections, schedules, exhibits and annexures to or of this Agreement and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement;
(i)	where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and
(j)	a reference to $ or dollar is to the currency of the United States of America.

2.	LICENSE
2.1	Grant

Quara grants to OptiEnz an exclusive perpetual license of the IP:

(a)

to make, use, and practice the IP for research, clinical, teaching, or other non-commercial purposes, but not for purposes of commercial development, use, manufacture, or distribution of any product in the field of the detection of microbial pathogens other than as authorized with the written consent of Quara; and

(b)

to make, use, and practice the IP for research, clinical, teaching, or other non-commercial purposes as well as for any commercial purposes including but not limited to commercial development, use, manufacture, or distribution of any product in any field save and except for the field of the detection of microbial pathogens. Quara covenants not to use the IP for all of the licensed IP rights granted to OptiEnz as described in this paragraph 2.1 (b).

2.2

Limitation of Rights

OptiEnz shall have no rights with respect to the IP except as may be expressly granted hereunder. OptiEnz shall not apply for any patent or other right and shall not divulge or disclose any information, material or documents, concerning this Agreement or the rights contained hereunder or make available in any way or use the aforesaid Product, except as expressly provided in this Agreement, without the prior written consent of Quara.

2.3 Commercial Rights in respect of IP developed using IP

OptiEnz agrees that the IP, or any other intellectual property developed from research facilitated by the IP in the field of the detection of microbial pathogens, shall not be used as the basis of a commercial product or service or otherwise adapted to circumvent the need for obtaining a license from Quara for the use of the IP other than as specified by this Agreement or with the written consent of Quara.

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3. ROYALTY

3.1	Licensing Fees paid to OptiEnz
	During the term of this Agreement Quara will pay the Royalty on Net Sales in each Contract Quarter on or before the Quarterly Payment Deadline for such Contract Quarter. The Royalty will be net of any applicable withholding taxes.

3.2 Records and Payment

Utilizing the report form in Appendix 1, Quara will provide to OptiEnz a quarterly payment and royalty report and payment of the amount due by the Quarterly Payment Deadline.

3.3 Auditing

Quara and its Affiliates will permit OptiEnz or its representatives, at OptiEnz’s expense, to periodically examine books, ledgers, and records during regular business hours, at Quara’s or its Affiliate’s place of business, on at least thirty (30) days advance notice, to the extent necessary to verify any payment or report required under this Agreement. For each licensee of Quara, Quara shall obtain such audit rights for OptiEnz and itself. If Quara conducts an audit of the licensee’s records, Quara will furnish to OptiEnz a copy of the findings from such audit. No more than one audit of Quara, each Affiliate, and each licensee shall be conducted under this Section 3.3 in any calendar year. If any amounts due to OptiEnz have been underpaid, then Quara will immediately pay OptiEnz the amount of such underpayment. Such audits may at OptiEnz’s sole discretion, consist of a self-audit conducted by Quara at Quara’s expense and certified in writing by an authorized officer of Quara.

3.4 License for field of microbial pathogen detection

In the event that Quara does not pay cumulative Royalties to OptiEnz in an amount greater than $250,000 by a date that is the earlier of:

a)	that day that is two years from the first commercial sale; and
b)	that day that is five years from the date of this Agreement,

then OptiEnz will have a license to use the Technology for its own commercial purpose in the field of microbial pathogen detection. The said license will terminate once Quara pays to OptiEnz in excess of $250,000 as Royalties.

4.	FURTHER CONSIDERATION
4.1	Option to further Intellectual Property

In the event OptiEnz produces or acquires further patentable intellectual property that would be of use in creating any further science or products of a similar nature to the Product, such as any other similar Product, Quara shall have the option to purchase each such intellectual property for a fee of US$100,000 and a running royalty of 1.5% of Net Sales (“Option”).

Page 4 of 10

4.2 Patent Expenses.

Any and all patent expenses related to the IP or related to the further intellectual property described in s. 4.1 above if Quara exercises the said option will be the sole expense of Quara and OptiEnz will not have any obligation for such expenses.

5.	REPRESENTATIONS AND WARRANTIES
5.1	Quara Representations and warranties

As at the Execution Date, Quara warrants and represents to OptiEnz that:

(a)	incorporation: it is duly incorporated and validly exists under the laws of its place of incorporation;
(b)	corporate power: it has the corporate power to own its assets and to carry on its business as it is now being conducted;
(c)	authority: all consents, licences, approvals and authorisations required to be obtained by it in connection with the execution, delivery and performance of this Agreement have been obtained and are valid and subsisting;
(d)	IP: it is the owner of the IP or otherwise has the right to grant the licenses granted to OptiEnz in this Agreement. However, nothing in this Agreement shall be construed as:
	(i) a warranty or representation by Quara as to the validity or scope of any of the IPs;
	(ii) a warranty or representation that anything made, used, sold or otherwise disposed of under the license granted in this Agreement will or will not infringe IPs of third parties;
	(iii) an obligation to furnish any know-how not provided to the IPs or any services other than those specified in this Agreement; and
	(iv) a warranty, express of implied that the Products will be developed or will be successful for any commercial use.

5.2 OptiEnz Representations, Warranties and Covenants

As at the Execution Date, OptiEnz warrants and represents to and covenants with Quara that:

(a) incorporation: it is duly registered and validly exists under the laws of its place of registration;

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(b)	corporate power: it has the corporate power to own its assets and to carry on its business as it is now being conducted;
(c)	authority: all consents, licences, approvals and authorisations required to be obtained by it in connection with the execution, delivery and performance of this Agreement have been obtained and are valid and subsisting;
(d)	costs: OptiEnz will bear all costs and liabilities relating to the conduct of its business, including but not limited to the cost and expense of providing and maintaining its place of business, the wages of its employees, the payment of commissions or other compensation to its agents or independent contractors, and its expenses incurred for or in connection with its performance under or breach of this Agreement;
(e)	no disparagement: to refrain from disparaging Quara and its subsidiaries or its Products, or from otherwise injuring the reputation and good standing of Quara and its subsidiaries;
(f)	potential customer approaches: to immediately notify Quara of any potential purchaser who approaches OptiEnz in respect of the Product; and

5.3 Survival and repetition of representations and warranties

The representations and warranties in, or given under, this Agreement including, but not limited to, section 5.1 and section 5.2 shall survive the execution of this Agreement.

6.	CONFIDENTIALITY
6.1	Confidential Information

The parties agree to be bound by the terms and conditions of an MNDA made between the Parties dated March 26, 2019 for the entire term of this Agreement.

7.	NOTICES
7.1	Requirements for Notice

Each notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed and prepaid mail or email in each case addressed to the Party at its address set out in section 7.2, or as the case may be to such other address as it may from time to time notify to the other Parties pursuant to section 7.3.

7.2 Address of Parties

The initial address of the Parties shall be as follows: In the case of OptiEnz

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	Address:	320 East Vine Drive, Suite 129, Fort Collins, CO 80524
Email:		steve.witt@optienz.com
Attention:		Chief Executive Officer

In the case of Quara:

	Address:	1712 Pearl Street Boulder CO, 80302
Email:		rreum@cabglobal.com
Attention:		Executive Chairman

7.3 Change of Address

Each Party may from time to time change its address by giving notice pursuant to section 7.1 to the other Parties.

7.4 Receipt of Notice

Any notice given pursuant to section 7.1 will be conclusively deemed to have been received:

(a)	in the case of personal delivery, on the actual day of delivery if delivered prior to 5 pm (Pacific Daylight Time) on a Business Day or on the next following Business Day if delivered after 5 pm (Pacific Daylight Time) on a Business Day or on a day other than a Business Day;
(b)	if sent by mail, on the fifth clear Business Day after the day of posting; or
(c)	if sent by email, when a delivery confirmation report is received by the sender which records the time that the e-mail was delivered to the addressee’s e-mail address (unless the sender receives a delivery failure notification indicating that the e-mail has not been delivered to the addressee),

but if the delivery or receipt is on a day that is not a Business Day or is after 5:00 pm (addressee’s time) it is regarded as received at 9:00 am on the following Business Day.

8. FURTHER ASSURANCE

Each Party shall sign, execute and do all deeds, acts, documents and things as may reasonably be required by the other Party to effectively carry out and give effect to the terms and intentions of this Agreement.

9. VARIATION

No modification or alteration of the terms of this Agreement shall be binding unless made in writing dated subsequent to the date of this Agreement and duly executed by the Parties.

10. ASSIGNMENT

No Party may assign any right or obligation under this Agreement without the prior written consent of the other Party.

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11. SEVERANCE

If any provision of this Agreement is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining and capable of separate enforcement without regard to the invalid provision, shall be and continue to be valid and forceful in accordance with their terms.

12. ENTIRE AGREEMENT

This Agreement shall constitute the sole understanding of the Parties with respect to the subject matter and replaces all other agreements with respect thereto.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law from time to time in the state of Colorado and the Parties agree to submit to the non- exclusive jurisdiction of the courts of Colorado and the courts which hear appeals therefrom.

14. COUNTERPARTS

This Agreement may be executed in any number of counterparts (including by way of facsimile) each of which shall be deemed for all purposes to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.

BALANCE OF PAGE LEFT BLANK

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EXECUTED by the Parties as an agreement.
EXECUTED BY	)
OPTIENZ SENSORS, LLC	)
in accordance with its constituent	)
documents and place of incorporation:	)
/s/Stephen Witt
Stephen Witt
Chief Executive Officer
EXECUTED BY	)
QUARA DEVICES INC.	)
in accordance with its constituent	)
documents and place of incorporation:	)
/s/ Rodney W. Reum
Rodney W. Reum
Executive Chairman

Page 9 of 10

Appendix 1

QUARTERLY ROYALTY

REPORT

Period Covered From:_________________________________Through: _______________________________

Prepared By:_______________________________________ Date: _________________________________

Approved By:_______________________________________ Date:_________________________________

Product Line Details: Line:____________________________Trade Name: ______________________________

Report Currency: [  ] U.S. Dollars [  ] Other: ______________________

Country	Gross Sales	Allowances	Net Sales	Royalty Rate	Royalty Amount
				5%
				1.5%

Total Royalty: ____________

Conversion Rate: ___________

Total Royalty in U.S. Dollars: ___________

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EX1A-6 MAT CTRCT

Exhibit 6.10

Exclusive License Agreement

This license agreement (“Agreement”) effective as of this 14th day of May, 2020 (“Effective Date”) is by and between the Colorado State University Research Foundation, a non-profit Colorado Corporation with principal offices at P.O. Box 483, Fort Collins, Colorado 80522 (“CSURF”), and Quara Devices Inc., a Wyoming corporation with principal offices at 1712 Pearl Street, Boulder, Colorado 80302 (“Licensee”).

WHEREAS, by agreement with the Colorado State University Systems (“CSU”), CSURF has the exclusive right to license patent rights and know-how relating to technology entitled, “PadLock-RCA- Nuclease Protection Lateral Flow Assay (PLAN-LFA) for the Detection of Pathogen Sequences at the Point of Care” (“Invention”), as identified in Exhibit A, that it desires to have utilized in the public interest.

WHEREAS, Licensee desires to commercialize the Invention and is willing to commit to developing and bringing to market products exploiting the rights in the Invention.

NOW, THEREFORE, CSURF is willing to grant a license under its rights in the Invention in accordance with the terms of this Agreement. In consideration of the following covenants and conditions, the parties agree as follows:

1. Definitions

1.1 “Affiliate(s)” means any entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with the Licensee. For the purposes of this definition, “ownership” or “control” mean: (a) possession, or the right to possession, of at least fifty percent (50%) of the voting stock of a corporation; (b) the power to direct the management and policies of the entity; (c) the power to appoint or remove a majority of the board of directors; or (d) the right to receive fifty percent (50%) or more of the profits or earnings. An entity is entitled to the benefits of an Affiliate under this Agreement only for the period of time the entity qualifies as an Affiliate under this definition, however all obligations under this Agreement of an entity while an Affiliate shall survive until their purposes are fulfilled even if the entity no longer qualifies as an Affiliate.

1.2 “Confidential Information” means any information or materials disclosed by one party, the disclosing party, to the other, the receiving party, identified in writing as confidential at the time of disclosure or, if first disclosed orally or observed, identified as confidential at such time and confirmed in writing within forty-five (45) days. Confidential Information does not include any information or material that is: (a) already lawfully known to the receiving party at the time of disclosure (other than from the disclosing party) as evidenced by receiving party’s written records; (b) in the public domain other than through acts or omissions of the receiving party, or anyone that obtained the information or materials from the receiving party; (c) disclosed to the receiving party by a third party who was not and is not under any obligation of confidentiality; or (d) independently developed by employees of the receiving party without knowledge of or access to the Confidential Information as evidenced by the receiving party’s written records.

1.3 “Field” means all fields, as identified in Exhibit A.

1.4 “Licensed Product(s)” means any product, process, or service: (a) that is covered by the Patent Rights, infringes the Patent Rights, or would infringe the Patent Rights (but for a valid statutory exception in the U.S. or other countries); (b) the development, manufacture, use, sale or importation of which is, incorporates, uses, or is derived from, any Technical Information; or (c) meeting the qualifications of both (a) and (b).

1.5 “Net Sales” means the gross invoiced amount for Licensed Products sold, leased, transferred, performed, or otherwise provided, less the following solely to the extent documented and attributable only to Licensed Products: (a) customary trade, quantity and cash discounts actually given; (b) returns, credits and allowances actually granted; (c) transportation and insurance, if charged separately and included in the gross invoiced amount; and (d) sales taxes or other governmental customs charges (excluding value-added and other consumption taxes) actually paid and included in the gross invoice amount. Net Sales on Licensed Products transferred as part of a non-cash exchange or to an Affiliate or Sublicensee shall be calculated at the then-current customary sales price or fair market value invoiced to third parties, whichever is greater. If there is no such invoice to reference, then the parties shall agree on the fair market value. Net Sales accrue with the first of delivery or invoice.

1.6 “Patent Rights” means Valid Claims of the patents and/or patent applications listed on Exhibit A, Patent Rights, incorporated herein by reference, all U.S., PCT and foreign patent applications claiming priority thereto, including divisionals, continuations, and continuations-in-part (but only to the extent of subject matter claimed that is fully disclosed and enabled by the disclosures in Exhibit A to satisfy 35 U.S.C. §112), all patents issuing therefrom, reissues, reexaminations and any extensions of or supplementary protection certificates allowed on any of the foregoing, in each case only to the extent claiming the Invention.

1.7 “Research Grants” means all funding awarded to Licensee under government sponsored research grants, contracts, and/or cooperative agreements, including extensions thereof. In particular, Research Grants includes SBIR and STTR awards, but excludes Colorado HB1001 awards.

1.8 “Sublicensee” means any person or entity, including Affiliates, (a) to whom Licensee or its Affiliates grants or otherwise conveys any of the rights licensed hereunder, and/or (b) against whom Licensee or its Affiliates agrees not to assert any of the rights licensed hereunder, and/or (c) who has obtained an agreement from Licensee that Licensee or its Affiliates shall not practice any of the rights licensed hereunder.

1.9 “Technical Information” means research and development information, materials, Confidential Information, technical data, unpatented inventions, know-how and supportive information owned and controlled by CSURF and not in the public domain as of the Effective Date describing the Invention, its manufacture and/or use, and selected by CSURF to provide to Licensee for use in or with the development, manufacture or use of a Licensed Product. In the case of Technical Information provided by CSURF as: (i) materials, all progeny and derivatives of the materials made by Licensee and/or Sublicensee are included within Technical Information; and (ii) software or other copyrightable work, all derivatives of such work made by Licensee and/or Sublicensee are included within Technical Information. Notwithstanding any of the foregoing, ownership in those aspects of derivatives of Technical Information shall be owned by the party creating them, and may be used freely to the extent divisible from the original outside the scope of this Agreement.

1.10 “Term” means the period of time from the Effective Date until the date of the last to expire of the Patent Rights, unless the proprietary, non-patented Technical Information related to the use or practice of the Invention is still being used by Licensee, in which case until the date of termination of such use as established by the notice provided to CSURF pursuant to Section 2.1, License.

1.11 “Territory” means the geographic area identified as worldwide, also listed in Exhibit A.

1.12 “Valid Claim” means any claim, on a country-by-country basis: (a) in any patent application that has not been pending for more than twelve years from request by CSURF for it to be examined; or (b) in a patent that has not expired, been abandoned or declared invalid and unenforceable by a non-appealable order.

2. Grant of Rights

2.1 License. Subject to the terms of this Agreement and Licensee’s compliance therewith, CSURF grants Licensee: (a) an exclusive, non-transferable license, limited to the Territory and the Field, with the right to sublicense, under the Patent Rights to make, have made, use, sell, offer for sale and import Licensed Products; and (b) a non-exclusive, non-transferable license, limited to the Territory and the Field, to use the Technical Information to develop, manufacture and sell Licensed Products. This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of CSURF other than the Licensed Patent Rights regardless of whether these patents are dominant or subordinate to the Licensed Patent Rights.

2.1.1 CSURF has made Technical Information reasonably available on an “AS IS, WHERE IS” basis and will transfer materials, if any, that are included within the Technical Information on the same basis within ninety (90) days of the Effective Date. CSURF has no other obligation with respect to the Technical Information. Nothing herein shall be construed as a sale of the Technical Information.

2.1.2 Licensee agrees that it is not authorized and will not practice or have practiced any patents of CSURF other than the Patent Rights and Technical Information, and only Licensee will practice and have practiced the Patent Rights and Technical Information in compliance with the terms of this Agreement. Further and notwithstanding anything to the contrary, Licensee agrees that CSURF has not granted any right to sell or offer for sale any subject matter other than those specific Licensed Products for which Licensee has obtained and maintains its license hereunder. Licensee acknowledges that it has thoroughly investigated the materials related to the Patent Rights and is satisfied that such information is accurate and complete. Patent exhaustion shall not apply for any unauthorized sale and Licensee shall provide notice to all entities, including Sublicensees and customers of such restrictions, including as to the Field, to prevent exhaustion of the Patent Rights and any implied license.

2.1.3 Licensee shall promptly notify CSURF in writing in the event it and/or Sublicensee: (i) cease to use the Patent Rights and/or Technical Information; and/or (ii) create any derivative work of Patent Rights and/or Technical Information.

2.2 Reservation of Rights. CSURF reserves for itself and CSU: (a) the right to practice and have practiced the Patent Rights and Technical Information, including to use, have used, make, have made, transfer and have transferred the Patent Rights and the Technical Information for all uses, including for non-profit research and development and/or educational purposes including clinical trials and to publish thereon; and (b) all other right, title, and interest not expressly granted in Section 2.1, License. This Agreement does not convey any rights, titles or interests, including any license or rights by implication, estoppel or otherwise, in or to tangible or intangible property rights that are not expressly identified in Section 2.1, License.

2.3 Government Funding. Licensee understands that the Patent Rights and Technical Information may have been or may be in the future conceived or first actually reduced to practice with funding from the U.S. or state government(s). All rights granted hereunder are limited by and subject to the rights and requirements of the government which may attach as a result of such funding, including as set forth in 35 U.S.C. §§200 et al., 37 C.F.R. §401 et al. (the “Bayh-Dole Act”). The terms of this Agreement shall be unilaterally amended as required to comply with the Bayh-Dole Act and/or other reservations of rights. Licensee agrees to comply and enable CSURF and CSU to comply with the provisions of the Bayh-Dole Act, including promptly providing to CSURF and CSU information requested to meet its compliance requirements, and substantially manufacturing Licensed Products, and products produced through the use of Licensed Products, in the United States.

2.4 Sublicenses. Licensee may convey some or all of the rights granted in Section 2.1 provided that such conveyances are consistent with all terms of this Agreement, name CSURF as a third party beneficiary, and terminate upon termination of this Agreement, unless CSURF in its sole discretion elects to receive assignment of such sublicense(s) from Licensee or negotiates a direct license to such Sublicensee, with obligations no greater than those to Licensee hereunder. Any Affiliate of Licensee that desires to practice any of the rights licensed by CSURF hereunder shall enter into a sublicense agreement and is referred to in this Agreement as a Sublicensee. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. Sublicenses granted hereunder shall not be transferable, including by further sublicensing, without the prior written approval of CSURF. Licensee shall include written notice in each sublicense of all restrictions, including but not limited to those set forth in this Section, the reserved rights in Section 2.2, and audit rights in Section 5.3. Within seven (7) days of execution, Licensee shall promptly notify and provide a copy to CSURF of each agreement with a Sublicensee and each amendment thereof. CSURF’s knowledge of any Sublicense (including receipt of a summary or copy thereof) or communications regarding any Sublicense shall not constitute any approval by CSURF of the terms of such Sublicense or any waiver by CSURF of any terms of this Agreement or any rights or remedies available to CSURF under this Agreement, at law, in equity, or otherwise. In the event of any conflict or inconsistency between the terms of any Sublicense and the terms of this Agreement, the terms of this Agreement shall prevail.

3. Financial Terms.

3.1 License Fee and Equity Stake. In consideration for the rights granted to Licensee under this Agreement, and regardless of whether such rights are actively exercised by Licensee, Licensee shall pay to CSURF a nonrefundable, non-creditable license issue fee of five thousand dollars ($5000), and as set forth in Exhibit C on or before the Effective Date of this Agreement. In further consideration for the rights granted to Licensee under this Agreement, and regardless of whether such rights are actively exercised by Licensee, upon successful completion of milestone 1 as defined in section 4.2.a, Licensee will grant and issue to CSURF current most preferred shares preferences and voting rights (one vote per share) in Licensee in an amount equal to one percent (1%) of all issued and outstanding shares of Licensee on the Effective Date of this Agreement, fully diluted and calculated on a post-closing basis. Such stock and associated certificates will be issued to CSURF within thirty (30) calendar days from the completion of 4.2.a. Such transfer of shares will be by grant without the exchange of payment of any kind, and regardless of any designated stock par value. This issuance and transfer of stock will be consistent with Licensee’s articles of incorporation (“Articles”) and corporate by-laws (“By- Laws”).

3.2 Earned Royalty. In consideration for the rights granted to Licensee under this Agreement, and regardless of whether such rights are actively exercised by Licensee, Licensee shall pay to CSURF royalties [as set forth in Exhibit C of:

a.	Four percent (4%) of annual Net Sales up to five million dollars ($5,000,000) of Licensed Products as defined in Section 1.4 (a) and (c);
b.	Three percent (3%) of annual Net Sales if annual Net Sales exceed five million dollars ($5,000,000) of Licensed Products as defined in Section 1.4 (a) and (c); and
c.	One and one-half percent (1.5%) of annual Net Sales of Licensed Products as defined in Section 1.4(b),

Royalties shall be remitted in accordance with Sections 3.6, Payments and 5.1, Financial Reports. In the event that the combined royalty burden required to make and sell a given Licensed Product exceeds 8% (the “Royalty Stack Cap”), the royalty payable to CSURF may be adjusted in an amount proportional to the contribution of CSURF’s earned royalty to Licensee’s total royalty burden for the Licensed Product, (“Total Royalty Stack”), in accordance with the formula D = A/B * C; where: A = the royalty rate stated in Section 3.2; B = Total Royalty Stack; C = Royalty Stack Cap; and D = adjusted royalty rate paid by Licensee to CSURF, which, however, shall under no circumstance be less than two and one-half percent (2.5%) when including Patent Rights. For purposes of clarity, only those royalties required to avoid infringement by Licensee for the manufacture or sale of the Licensed Product may be included under the Royalty Stack Cap.

3.3 Minimum Royalty. Licensee shall pay to CSURF an annual minimum royalty of five thousand dollars ($5000) per calendar year beginning in 2023, with the annual minimum royalty shall increase to ten thousand dollars ($10,000) beginning in 2025, as set forth in Exhibit C. The minimum royalty is creditable for payments made pursuant to Section 3.2 solely during the year to which the annual minimum applied.

3.4 Milestone Payments. Licensee shall pay to CSURF the following milestone payments:

a.	$10,000 upon cumulative Net Sales of $1M
b.	$50,000 upon cumulative Net Sales of $5M
c.	$100,000 upon cumulative Net Sales of $10M
d.	$250,000 upon cumulative Net Sales of $25M
e.	$500,000 upon cumulative Net Sales of $50M
f.	$1M upon cumulative Net Sales of $100M

and as set forth in Exhibit C. Licensee shall promptly notify CSURF of the occurrence of each of the milestone events and remit the milestone payment within thirty (30) days of the occurrence of the milestone event. Milestone payments are separate from, and in addition to, any other royalties or payments due under this Agreement.

3.5 Sublicensee Payments. As set forth in Exhibit C, Licensee shall pay CSURF a percentage of all remuneration that is not a royalty, due to Licensee from a Sublicensee for rights under the Patent Rights and/or Technical Information, including all upfront license fees, milestone payments, maintenance fees or other sums and the fair market value of any non cash payments such as equity, release from debt, and goods or services. Royalties paid by Licensee hereunder based on Net Sales of Sublicensees shall comply with the regular royalty rate on Net Sales as described in Section 3.2. Licensee agrees not to receive from Sublicensees anything in lieu of cash payments without prior written approval from CSURF. Licensee shall promptly notify CSURF of Sublicensee remuneration due and remit the payment within thirty (30) days of the Sublicensee’s due date.

3.6 Payments. All payments under this Agreement shall be paid in U.S. dollars to CSURF at the address designated under Section 5.5, Notices. Any withholding taxes which Licensee is required by law to withhold on remittance of the royalty payments shall be deducted from the royalty paid and Licensee shall furnish CSURF with original copies of all official receipts for such taxes. If any royalties are based on Net Sales converted from foreign currency, payment shall be made by using the exchange rate published in the Wall Street Journal on the last business day of the reporting period to which the royalty payments relate, and all transfer fees in connection with payment shall be borne by Licensee. Late payment shall bear interest equivalent to the lesser of the prime rate as published in the Wall Street Journal on the last day of the period to which the payment relates plus 2% or the maximum percentage permitted under Colorado usury law. Acceptance of late payments shall not negate or waive CSURF’s right to seek any other remedy, legal or equitable, to which it may be entitled. Waiver of, delay to, or failure to enforce any particular payment requirement by CSURF does not extend by implication to any other, past or future, requirements set forth in this Agreement.

4. Diligence

4.1 Development Plan. Licensee shall make best efforts to bring Licensed Products to market in the Field in the Territory. Prior to October 15, 2020, Licensee will provide CSURF with a development plan which describes how Licensee intends to bring Licensed Products to market. The development plan will have an appendix that will include the following commercial development performance milestones together with mutually agreed time frames by which the performance milestones will be achieved:

a.	In collaboration with CSU, and with funding provided by Licensee, Licensee and/or third- party funding such has SBIR grants that Licensee and CSU collaborate to obtain, complete proof of concept work demonstrating utility in diagnosing SARS-CoV-2
b.	Complete Pre-submission to FDA or other regulatory agency
c.	Complete 510k review process with FDA (or other regulatory agency)
d.	Achieve Pre-Market Approval
e.	First product sale for first diagnostic
f.	Follow on product sales to begin for other diagnostics

Licensee shall promptly notify CSURF upon the achievement of each of the development milestones, identify whether the Licensee or a Sublicensee is responsible for the achievement of such milestone, and the actual date of such achievement.

4.2 Diligence Reports. Licensee shall provide CSURF with annual reports within thirty (30) days of each January 1 describing in detail: (a) as of that reporting period, all development and marketing activities for each Licensed Product and the names of all Sublicensees, including which of the Sublicensees are Affiliates and subcontractors; (b) whether any Net Sales have been made; and (c) an updated development plan for the next annual period. CSURF shall have the right to audit Licensee’s and Sublicensees’ records relating to development of Licensed Products to confirm compliance with the terms of this Agreement.

4.3 Requirements. Licensee’s failure to: (a) substantially perform in accordance with the current Development Plan; (b) meet each development milestone; or (c) comply with the Bayh-Dole Act shall, in each case, constitute a material breach of this Agreement.

5. Reports, Records, and Notices

5.1 Financial Reports. Commencing after the first Net Sale has been made, Licensee shall submit to CSURF semi-annual reports, due within thirty (30) days following the beginning and mid-point of each calendar year, setting forth a full accounting showing all amounts due to CSURF, the calculation of such amounts on a Licensed Product-by-Licensed Product basis (stating the commercial name of each Licensed Product), including an accounting of total Net Sales with a reporting of any applicable foreign exchange rates, deductions, allowances, and charges, and any payments from Sublicensees. If no sales have occurred and no other payments are due, Licensee shall submit a report so stating. Concurrent with the making of the report, Licensee shall remit the full payment due. To assist CSURF in projecting future income, Licensee shall provide CSURF annually by January 31 of each year with a three (3) year projection of Net Sales and other amounts Licensee anticipates becoming due during each of the three projected years.

5.2 Records. Licensee shall keep and maintain, and shall require all Sublicensees to keep and maintain, complete, accurate, and continuous records regarding (a) any payments due hereunder; and (b) the development of Licensed Products as required herein for a period of three (3) years following the end of the calendar year to which they pertain.

5.3 Audit.

a.

CSURF or its representative may, upon reasonable notice during normal business hours, audit and copy the records kept by Licensee and Sublicensees. Licensee and Sublicensees shall take all steps necessary so that CSURF may within thirty (30) days of its request review and copy all records at a single U.S. location. Any amount found to have been owed but not paid prior to notice to Licensee of the audit shall be paid promptly to CSURF with interest as provided under Section 3.6, Payments. If the audit shows that royalties were underpaid prior to notice to Licensee of the audit by 5% or more in any reporting period, Licensee shall reimburse CSURF for the costs and expense of the audit.

b.

Licensee shall keep accurate records in sufficient detail to enable CSURF to determine which of the Licensee’s products are subject to royalties. During the term of this Agreement and for a period of three (3) years thereafter, Licensee shall permit CSURF or its representative to inspect, audit and copy its technical records regarding the Licensee’s products, upon reasonable notice, and during normal business hours. Such examination shall be made at CSURF’s expense, except that if such examination discloses a product or products for which royalties were to have been paid by Licensee to CSURF, and for which no royalties have been so paid, then Licensee shall reimburse CSURF for the cost and expense of such examination or audit (regardless of the 5% discrepancy described in Section 5.3(a)), and shall pay CSURF the royalties in arrears and interest on the additional payment of royalties at the rate identified in Section 3.6.

5.4 Status. With each financial report, Licensee shall report to CSURF in writing whether or not Licensee and each of its Sublicensees: (a) qualifies for “small entity” status as that term is currently defined by the United States Patent and Trademark Office under 13 C.F.R. §121.802; and (b) is a “small business firm” under the Bayh-Dole Act 37 C.F.R. §401.2(g) and 37 C.F.R. §401.14(a)(5).

5.5 Notices. All required communications under this Agreement shall be in writing, sent to the party at its address or facsimile number below, or as otherwise designated by the party in accordance with this provision, and duly given or made: (a) on the date delivered in person; (b) on the date transmitted by facsimile or email, if confirmation is received; (c) three (3) days after deposit in the mail if sent by certified U.S. mail postage prepaid, return receipt requested; and (d) one (1) day after deposit with a nationally recognized overnight carrier service with charges prepaid.

If to CSURF:	Colorado State University Research Foundation
	Patent Manager, CSU Ventures
	P.O. Box 483
	Fort Collins, Colorado 80522
	Telephone:	(970) 491 7100
	Fax:	(970) 484 0354

If to Licensee:	Quara Devices Inc.
	Executive Chairman
	1712 Pearl Street
	Boulder, Colorado 80302
	Telephone: (250) 490-5299
	Email: rreum@cabglobal.com

6. Confidentiality

6.1 Treatment of Confidential Information. Unless expressly provided herein, neither party shall disclose, use or otherwise make available the other’s Confidential Information. Each party agrees to treat all Confidential Information of the other party with the same degree of care it employs to protect its own confidential information, but in no case less than reasonable care.

6.2 Right to Disclose.

(a) To the extent it is reasonably necessary to fulfill its obligations or exercise its rights under this Agreement, Licensee may disclose Confidential Information of CSURF to its Sublicensees, consultants, and subcontractors on the condition that each such entity agrees in writing: (i) to maintain Confidential Information for at least as long as and to the same extent as Licensee is required; and (ii) it is permitted to use the Confidential Information only to the extent Licensee is entitled to use the Confidential Information. Licensee agrees not to directly or indirectly disclose, use, or transfer any Confidential Information to CSURF’s detriment or to the detriment of any rights, including Patent Rights, held by CSURF or CSU.

(b) If law, regulation, or court order, requires disclosure any of any Confidential Information, each party shall: (i) promptly notify the non-disclosing party; (ii) reasonably assist the disclosing party to obtain a protective order or other remedy of disclosing party’s election; (iii) provide disclosing party prior review of any disclosure; (iv) only provide that portion of the Confidential Information that is legally required; and (v) make reasonable efforts to obtain reliable assurance that the Confidential Information shall be maintained in confidence.

6.3 Confidentiality of Agreements. Except as otherwise required by law, the specific financial terms of this Agreement, but nothing else, including the existence and Field, shall be Confidential Information. CSURF shall have the right to disclose Confidential Information to CSU and their respective counsel, and as necessary to meet its compliance and reporting obligations.

6.4 Injunctive Relief. Given the nature of the Confidential Information and the competitive damage that would result to the party upon unauthorized disclosure, use or transfer of their Confidential Information to any third party, the parties hereto agree that monetary damages would not be a sufficient remedy for any breach or threatened breach of this Section 6. In addition to all other remedies, a party shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section 6 without the obligation to show actual damages.

7. Intellectual Property Management

7.1 Responsibility. The filing, prosecution, maintenance, and defense of the Patent Rights and Technical Information shall be the exclusive right and at the sole discretion of CSURF provided, however, that upon written agreement CSURF may allow Licensee to file, prosecute, maintain and defend the Patent Rights in the name and on behalf of CSURF, in which case Licensee shall: (a) keep CSURF informed of all developments with respect to the Patent Rights; (b) provide CSURF with an opportunity to advise and comment on all actions before they are taken; (c) provide CSURF with copies of all correspondence sent or received in connection with the Patent Rights within ten (10) days of receipt or filing thereof; and (d) take all lawful comments and actions recommended by CSURF. CSURF has the right to revoke Licensee’s rights as set forth in this Section at any time. Payment of all costs and expenses associated with the Patent Rights, including attorneys’ fees and experts’ fees, relating to the filing, prosecution, maintenance and defense of the Patent Rights shall be the sole responsibility of Licensee and Licensee shall reimburse CSURF for all documented costs and expenses associated with the Patent Rights, whether arising before or during the Term, within thirty (30) days of invoice.]

7.2 Discontinuation of Support. If Licensee declines to pay any costs or expenses associated with the filing or prosecution of any patent application or the maintenance or protection of any patent within the Patent Rights, it shall give prompt written notice to CSURF and all rights in and to such Patent Rights shall revert to CSURF and shall be excluded thereafter from the Patent Rights licensed hereunder. If CSURF, acting in reliance on such notice, ceases or declines to prosecute a patent application or maintain a patent, then Licensee will not sell any product or practice any processes that would have been covered by the claims of that patent application or patent unless Licensee pays royalties under this Agreement on the sales of that product or process in the country where such patent rights apply at the rate set for Net Sales of Licensed Products as defined in Section 1.4(b). If Licensee does not provide CSURF notice at least thirty (30) days prior to the date on which the cost or expense will be incurred, Licensee shall remain responsible for the reasonable costs and expenses incurred by CSURF. For purposes of clarity and in addition to all other rights and remedies, any patent or patent application within the Patent Rights for which Licensee fails to pay any costs or expenses associated therewith, including any invoice submitted by CSURF for those patent costs or expenses within thirty (30) days after the date of that invoice, the patent or patent application shall be excluded from the Patent Rights, and all rights relating to those patent applications and patents will revert to CSURF without further obligation to Licensee and may be freely licensed by CSURF to others.

7.3 Patent Term Extension. The parties shall cooperate in selecting a patent within the Patent Rights to seek a term extension for or supplementary protection certificate under in accordance with the applicable laws in each country in the Territory. Each party agrees to execute any documents and to take any additional actions as the other party may reasonably request in connection therewith.

7.4 Marking. All Licensed Products shall be marked in such a manner as to conform with the patent laws and practice in each country of use, shipment, sale and import, and the notice set forth in Section 2.2. Upon request from CSURF, Licensee shall provide evidence of such proper marking.

7.5 Infringement. CSURF and Licensee agree to promptly inform the other party in writing of any suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensees.

7.5.1 Licensee has the first right to enforce the Patent Rights in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense provided Licensee keeps CSURF fully informed with the right and opportunity to advise and comment. CSURF will reasonably cooperate, at Licensee’s expense, in any such actions. Licensee shall act in good faith to preserve CSURF’s right, title and interest in and to the Patent Rights. Licensee shall pay to CSURF 25% of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement

7.5.2 If any infringement of the Patent Rights which could, in the reasonable judgment of CSURF, be discontinued has not been discontinued within six (6) months after written request by Licensee to CSURF, and Licensee and any Sublicensee have fully cooperated, or if CSURF has not by the end of such period taken action intended to abate or terminate the infringing action, and: (i) Licensee’s rights under the Patent Rights are sufficient to give Licensee standing to enforce the Patent Rights without CSURF or CSU; and (ii) Licensee provides CSURF with an unambiguous opinion of an outside patent counsel that the complained of activity is an infringement and that enforcement of the Patent Rights will not constitute patent misuse or abuse, then Licensee shall have the right to file a lawsuit to seek to stop such activity at its own cost and expense. CSURF may join in such proceedings if it elects to do so in its sole discretion. CSURF will reasonably cooperate, at Licensee’s expense, in any such actions. Licensee shall act in good faith to preserve CSURF’s right, title and interest in and to the Patent Rights and shall keep CSURF advised as to the status of the litigation. Licensee shall pay to CSURF 25% of any recovery in such suit or settlement, net of all reasonable and documented out-of- pocket costs and expenses associated with such suit or settlement.

7.5.3 Licensee is not permitted to settle any action that would impose any material obligation on or make any admission of fault on behalf of CSURF, including compromising the Patent Rights, without CSURF’s express written consent, which it may withhold. Nothing herein shall prevent CSURF from requiring that Licensee grant such third party infringer a sublicense permitting such infringer of the Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement arrangement entered into by CSURF in good faith with a third party infringer.

7.6 Challenge by Licensee. In the event Licensee or any Sublicensee intends to challenge the validity or enforceability of any of the Patent Rights in any manner, including instituting opposition, interference, inter partes review, or re-examination proceeding, Licensee shall: (a) give CSURF ninety

(90) days’ prior written notice; and (b) continue to make all payments due under this Agreement directly to CSURF and have no right to pay into escrow or other account any such amounts. For purposes of clarity, no payment made to CSURF is refundable or may be offset, including any amounts paid under this Agreement prior to or during the period of the challenge, even if the challenge is successful or it is otherwise determined that the Patent Rights do not include Valid Claims.

8. Representations, Warranties and Disclaimers

8.1 Representations and Warranties. Licensee warrants and represents that:

(a) it is and shall be at all times during the Term a valid legal entity existing under the law of its state of incorporation with the power to own all of its properties and assets and to carry on its business as it is currently being conducted;

(b) the execution and delivery of this Agreement has been duly authorized and no further approval, corporate or otherwise, is required in order to execute this binding agreement;

(c) it shall comply with any applicable international, national, or local laws and regulations in its performance under this Agreement;

(d) it shall use its best efforts to diligently pursue the development, manufacture, and sale of Licensed Products in the Field throughout the Term; and

(e) it now maintains and will continue to maintain throughout the Term and beyond insurance coverage as set forth in Section 9.3.

8.2 Disclaimers. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE NOT EXPRESSLY SET FORTH IN THIS SECTION 8. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; COURSE OF DEALING, USAGE OR TRADE PRACTICE; WITH RESPECT TO THE SCOPE, VALIDITY OR ENFORCEABILITY OF THE TECHNICAL INFORMATION AND PATENT RIGHTS; THAT ANY PATENT WILL ISSUE; AND THE NONINFRINGEMENT OF THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORTATION OF THE LICENSED PRODUCTS. IN NO EVENT SHALL CSURF BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. NOTHING SHALL LIMIT CSURF’S REMEDIES OR ABILITY TO RECOVER DAMAGES, INCLUDING INCREASED DAMAGES FOR WILLFUL INFRINGEMENT, IN THE EVENT CSURF ASSERTS ITS INTELLECTUAL PROPERTY RIGHTS.

8.3 Prohibition Against Inconsistent Representations. Licensee will not make any statements, representations or warranties, or accept any liabilities or responsibilities whatsoever which are inconsistent with the terms of this Agreement.

9. Indemnification and Insurance

9.1 Indemnification. Licensee shall indemnify and hold harmless from and against all third party losses and liabilities, and defend CSURF, CSU, and their respective affiliates, officers, directors, employees, students, representatives, independent contractors, agents and consultants (“CSURF Indemnitees”) from and against any and all claims, losses, damages, and/or liability of whatsoever kind or nature, as well as all costs and expenses, including, reasonable attorneys’ fees, arbitration and court costs which arise or may arise at any time out of or in connection with: (a) Licensee’s or Sublicensees’ practice of any right granted herein, breach of any term of this Agreement, and/or the manufacture, sale, offer for sale, importation or use of Licensed Products, or any act or omission of gross negligence or willful misconduct; and/or (b) the death of or injury to person(s) or out of any damage to property.

9.2 Procedure. CSURF shall notify Licensee of any claim or suit giving rise to Licensee’s obligations under this Section 9 and permit Licensee to assume sole direction and control of the defense of the claim with counsel acceptable to CSURF, including the right to reasonably settle such action in its sole discretion, provided that such settlement does not impose any material obligation on or make any admission of fault by CSURF Indemnitees (including compromising the Patent Rights). Provided CSURF is reimbursed by Licensee within thirty (30) days receipt of each invoice, CSURF Indemnitees will reasonably cooperate as requested, at the expense of Licensee, in the defense of the action. CSURF Indemnitees may participate in the defense or prosecution of any claim with counsel of its choice at its own expense.

9.3 Insurance. Licensee shall continuously maintain at its own expense sufficient insurance levels throughout the Term and beyond to assure its obligations under this Agreement, including to CSURF Indemnitees. Evidence of adequate insurance coverage shall be provided upon request and Licensee shall provide CSURF with at least thirty (30) days prior written notice of any change in or cancellation of the insurance coverage.

10. Expiration and Termination

10.1 Expiration. This Agreement shall expire at the end of the Term unless earlier terminated in accordance with the provisions set forth in this Agreement.

10.2 Termination by Either Party.

(a) Either party may terminate this Agreement if the other party (or a Sublicensee) commits a material breach of this Agreement and fails to fully remedy such breach within thirty (30) days after receiving written notice thereof.

(b) This Agreement shall immediately terminate if the other party enters liquidation, has a receiver or administrator appointed over any assets related to this Agreement, makes any voluntary arrangement with any of its creditors, or ceases to carry on business, or files for bankruptcy or if an involuntary petition is filed against Licensee, or any similar event under the law of any foreign jurisdiction. Except as expressly described in Section 11.4 herein, this Agreement cannot be assumed, or assigned by Licensee, any trustee acting on behalf of the assets of Licensee, or otherwise.

10.3 Termination by Licensee. Licensee may terminate this Agreement without cause at any time after the fifth anniversary of the Effective Date upon ninety (90) days’ prior written notice to CSURF that includes an explanation of its reasons for electing to terminate this Agreement.

10.4 Termination by CSURF. CSURF does not license its rights to entities that bring suit against CSURF or CSU. CSURF may immediately terminate this Agreement if Licensee or any of its Sublicensees directly or indirectly brings any action or proceeding against CSURF or CSU unless such suit is for an uncured material breach of this Agreement by CSURF. In the event CSURF is a prevailing party in such suit, Licensee agrees to promptly reimburse CSURF for all costs and expenses including reasonable attorneys’ fees and court costs associated therewith at the conclusion of such action.

10.5 Surviving Rights and Obligations. The termination or expiration of this Agreement does not relieve either party of its rights and obligations that have previously accrued. Rights and obligations that by their nature prescribe continuing rights and obligations shall survive the termination and expiration of this Agreement. Upon the earlier of termination or expiration of this Agreement, all rights granted immediately revert to CSURF, Licensee agrees not to practice or have practiced any unexpired Valid Claims of the Patent Rights or the Technical Information, and all Confidential Information of the other party shall be returned or destruction certified, at the disclosing party’s election. Licensee and its Sublicensees shall provide an accounting for and pay, within thirty (30) days of termination or expiration, all amounts that have accrued up to the date of such expiration or termination.

11. Miscellaneous Provisions

11.1 Governing Law and Venue. This Agreement shall be governed by the laws of the state of Colorado, without regard to any choice-of-law provisions, and any and all disputes arising hereunder shall be resolved in the courts of the State of Colorado. Any litigation or arbitration rising out of or relating to this Agreement that is not barred by sovereign immunity shall be conducted by a court of competent jurisdiction in the state of Colorado. Licensee agrees to avail itself of such courts. Nothing herein shall be construed as a waiver of sovereign immunity.

11.2 Severability. The provisions of this Agreement are severable, and if any provision of this Agreement is determined to be invalid or unenforceable under any controlling body of law, such invalidity or non-enforceability shall not in any way affect the validity or enforceability of the remaining provisions or enforceability of those terms in any jurisdiction where they are valid and enforceable. The parties desire the terms herein to be valid and enforced to the maximum extent not prohibited by law, regulation or court order in a given jurisdiction and as such, any invalid or unenforceable terms will be reformed by the parties to effectuate the intent of the parties as evidenced on the Effective Date.

11.3 Export Controls. It is understood that CSURF is subject to U.S. laws and regulations controlling the export of technical data, computer software, laboratory prototypes, and other commodities that may require a license from the applicable agency of the U.S. government and/or may require written assurances by Licensee that it will not export data or commodities to certain foreign countries without prior approval of such agency. CSURF does not represent that a license is required nor that, if a license is required, it will be issued.

11.4 Assignment. Without requiring the written consent of CSURF, Licensee shall assign, delegate or otherwise transfer this Agreement to (and only to) the assignee or transferee of its entire business or of that part of its business to which this Agreement relates. CSURF may assign or transfer this Agreement, the Patent Rights, Technical Information, its obligations and/or benefits hereunder without the consent of Licensee. This Agreement shall be binding on and inure to the sole benefit of the parties and their permitted successors and assigns. Any assignment, delegation or transfer in contravention herewith shall be null and void.

11.5 Use of Names. Licensee shall not use the names, trademarks, or any adaptation of any names or trademarks of CSURF, CSU, or any of their respective employees without prior written consent in each separate case, except that the parties may state that Licensee is licensed under the Patent Rights and Technical Information. By entering into this Agreement, CSURF does not directly or indirectly endorse any product or service provided, or to be provided, by Licensee whether directly or indirectly related to this Agreement. A party may issue a press release or other form of public announcement regarding the execution of this Agreement only after the other party has given its written approval, provided that such approval will not be unreasonably withheld.

11.6 Independent Contractors. Nothing contained in this Agreement shall place the parties in a partnership, joint venture or agency relationship and neither party shall have the right or authority to obligate or bind the other party in any manner other than explicitly described herein.

11.7 Registration of Licenses. Licensee agrees to register and give required notice concerning this Agreement, at its expense, in each country where an obligation under law exists to so register or give notice, and otherwise ensure that the local/national laws affecting this Agreement are fully satisfied.

11.8 Entire Agreement. This Agreement, including its Exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior communications, agreements or understandings, written or oral. Any amendment to this Agreement must be in writing and signed by both parties. The delay or failure to assert a right or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition. A valid waiver must be executed in writing and signed by the party granting the waiver in order for it to be effective. Each party acknowledges that it was provided an opportunity to seek advice of counsel and as such this Agreement shall not be strictly construed for or against the drafter.

The parties execute this Agreement in one or more counterparts, each of which shall be deemed an original but all of which taken together constitute one and the same instrument. Each individual executing this Agreement on behalf of a legal entity does hereby represent and warrant to each other person so signing that he or she has been duly authorized to execute this Agreement on behalf of such entity.

Colorado State University Research Foundation		Licensee
Signature:	/s/ Todd Headley	Signature:	/s/ Rod Reum
Name:	Todd Headley	Name:	Rod Reum
Title:	Vice President	Title:	Executive Chairman
Date:	5/14/2020	Date:	5/14/2020

EXHIBIT A

Invention: PadLock-RCA-Nuclease Protection Lateral Flow Assay (PLAN-LFA) for the Detection of Pathogen Sequences at the Point of Care, known as CSURF Technology # 2020-070 (including the RNA sequence of the same).

Patent Rights: US Provisional Application No. 62/989,592 “Padlock Probe-Based Rolling Circle Amplification Paired with Nuclease Protection for Point of Need Nucleic Acid Detection”

Field of Use: All fields.

Territory: Worldwide

EXHIBIT B

Development Plan: To be provided by October 15, 2020

Performance Milestones: In addition to diligence as described in Section 4.3,

a.	In collaboration with CSU, complete proof of concept work demonstrating utility in diagnosing SARS-CoV-2
b.	Complete Pre-submission to FDA or other regulatory agency
c.	Complete 510k review process with FDA (or other regulatory agency)
d.	Achieve Pre-Market Approval
e.	First product sale for first diagnostic
f.	Follow on product sales to begin for other diagnostics

EXHIBIT C

License Issue Fee: $5000

1% of most preferred shares at completion of first diligence milestone

Minimum Annual Royalty: $5000 per year beginning 2023

$10000 per year beginning 2025

Earned Royalty:

4.0% of Cumulative Net Sales of Licensed Products for Net Sales up to $10M

3.0% of Net Sales of Licensed Products for Cumulative Net Sales over $10M

1.5% of Net Sales for use of Technical Information

Sublicensing:

25% of any non-royalty remuneration received prior to achieving Pre-Market approval

20% of any non-royalty remuneration received after regulatory approval of first diagnostic

15% of any non-royalty remuneration received after regulatory approval of second diagnostic

Milestone Payments:

a.	$10,000 upon cumulative Net Sales of $1M
b.	$50,000 upon cumulative Net Sales of $5M
c.	$100,000 upon cumulative Net Sales of $10M
d.	$250,000 upon cumulative Net Sales of $25M
e.	$500,000 upon cumulative Net Sales of $50M
f.	$1M upon cumulative Net Sales of $100M

EX1A-11 CONSENT

Exhibit 11

CONSENT OF INDEPENDENT AUDITOR

We consent to the use, in this Offering Statement on Form 1-A, of our report dated May 27, 2020, related to our audit of the financial statements of Quara Devices Inc., as of December 31, 2019 and for the period from February 5, 2019 (Inception) to December 31, 2019, which includes an explanatory paragraph as to Quara Devices Inc.’s ability to continue as a going concern.

Very truly yours,

/s/ dbbmckennon

dbbmckennon

Newport Beach, California

May 27, 2020