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

PRELIMINARY OFFERING CIRCULAR DATED SEPTEMBER 21, 2023

MODVANS INC.

530 Constitution Avenue

Camarillo, CA 93012

www.modvans.com

805-856-6588

UP TO 187,500,000 SHARES OF CLASS B NON-VOTING COMMON STOCK

MAXIMUM OFFERING AMOUNT: $75,000,000

MINIMUM INVESTMENT: $1,000

ModVans Inc., a Delaware corporation (“ModVans” or the “Company”), is offering a maximum of 187,500,000 shares of our Class B Non-Voting Common Stock (the “Class B Stock”) on a “best efforts” basis. See “Description of Securities” beginning on page 27. The offering will terminate on the earlier of (i) December 31, 2024, (ii) the date at which $75,000,000 of shares have been sold in the offering, or (iii) the date at which the offering is earlier terminated by the Company in its discretion (the “Termination Date”).

We expect to commence the sale of the Shares as of the date on which the offering statement of which this offering circular is a part is qualified by the United States Securities and Exchange Commission (the “Commission”). At least every 12 months after the offering statement has been qualified by the Commission, the Company will file a post-qualification amendment to include its most recent financial statements.

Investing in our Class B Stock involves a high degree of risk.

See “Risk Factors” beginning on page 3.

(1)         The price per share will be $0.40 for the month in which the offering commences and the two calendar months thereafter. On the first day of the next succeeding month, and after each succeeding two-month period thereafter, the price per share will increase by $0.05 per share. By way of example, if the offering commenced on November 15, 2023, the price per share would be $0.40 through January 31, 2024, $0.45 for February and March 2024, $0.50 for April and May 2024, with similar increases after each two-month period until the Termination Date.

(2)        Not including legal, accounting and printing expenses and payment processing fees of the offering, which are estimated at $1,625,000 for a fully subscribed offering, not including state filing fees, and not including estimated marketing expenses of $3,750,000 for a fully subscribed offering.

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.

Sales of these securities will commence on approximately [_____________], 2023

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

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References in this offering circular to “ModVans,” “the Company,” “we,” “us,” or “our” mean ModVans 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,” “PLAN,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY 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.

SUMMARY

This summary highlights information contained in this offering circular. It is not complete and does not contain all the information that may be important to you. We urge you to read the entire offering circular carefully, including the “Risk Factors” and our financial statements and the related notes included in this offering circular, before deciding to invest in this offering.

The Company

ModVans designs and manufactures high-tech multipurpose vehicles with camping features and sells direct to consumers on our website, www.modvans.com.

To build our vehicles, we buy vans (“chassis”) wholesale from a large manufacturer, such as Ford, and convert them into motorhomes. Technically, we are a “second stage vehicle manufacturer.” We are also a licensed and certified recreational vehicle (“RV”) manufacturer. Our certifications allow our customers access to RV financing, warranties, and insurance. With long term RV financing and low cost RV insurance, our vehicles have monthly costs similar to a new sport utility vehicle (“SUV”).

We offer six (6) vehicle models in three (3) different sizes. Our patented, award winning, uniquely designed vehicles fit the sweet spot between SUVs and traditional RVs. Many of our customers replace their everyday vehicle with a ModVans vehicle. Our base models have traditional RV systems with propane heating, status display, and mechanical control switches. Our /X Series features giant batteries, giant solar charging systems, high efficiency direct current (“DC”) heating and cooling, and high-tech, application-based RV monitoring and control systems.

Our current chassis are powered by standard internal combustion engines. We are working aggressively on our plan to develop fully electric E-RV models.

ModVans has been in business for five (5) years and has delivered over 160 vehicles to customers all over the United States. We have grown production and revenue every year, had GAAP revenue of $4.6 million in 2022, and upgraded our factory from 8,400 to 22,572 square feet in March 2023.

Our principal executive offices are located at 530 Constitution Avenue, Camarillo, CA 93012, and our telephone number is 805-856-6588. Our website address is www.modvans.com. The information contained in our website does not constitute part of this offering circular.

The Offering

Selected Risks Associated with Our Business

RISK FACTORS

An investment in our Class B Stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this offering circular, before making an investment decision. If any of the following risks actually occur, our business, financial condition, or results of operations could suffer and you could lose all or part of your investment.

Risks Related to our Business

We have a history of losses from operations and may not achieve or maintain profitability in the future.

The Company has a history of losses from inception and there can be no assurance that we will operate profitably. We cannot assure you that we will achieve or sustain profitability or that our operating losses will not increase in the future. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis in the future. We may incur net losses in the future as we increase expense levels on research and development, engineering, manufacturing, marketing, sales and administration as we expand our production capacity and develop new products.

Our business may be affected by certain external factors beyond our control.

Companies within the recreational vehicle industry are subject to volatility in operating results due to external factors, such as general economic conditions, credit availability, consumer confidence, employment rates, prevailing interest rates, inflation, other economic conditions affecting consumer attitudes and disposable consumer income, demographic changes and political changes. Specific external factors that may affect our business include:

Our operations are dependent upon the services of our executive management and other key individuals, in particular our founder and Chief Executive Officer Peter J. Tezza II, and their loss could materially harm us.

We rely upon the knowledge, experience and skills of our executive management and other key employees to manage our operations and grow our business. This is particularly true of our founder and Chief Executive Officer, Peter J. Tezza II. Our future success depends on, among other factors, our ability to attract and retain executive management, key employees and other qualified personnel. Upon the departure of such employees, our success may depend upon the existence of adequate succession plans. The loss of our executive management or other key employees or the failure to attract or retain qualified employees could have a material adverse effect on us in the event that our succession plans prove inadequate.

Fuel shortages, or high prices for fuel, could have a negative effect on sales of our recreational vehicles.

Gasoline or diesel fuel is required for the operation of our current vehicle models. Shortages or rationing of gasoline and diesel fuel, and significant, sudden increases in the price of fuel have had a material adverse effect on the recreational vehicle industry as a whole in the past and could have a material adverse effect on our business in the 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.

We intend to increase our production capacity and expand our business significantly in the coming years. Growing our business rapidly will present challenges for our management team. It will require the acquisition of additional manufacturing facilities and skilled labor. We have limited experience manufacturing our products at a large scale. If we are unable to effectively manage our growth, we could face delays and costs that would harm our ability to meet our growth targets and have an adverse effect on our revenues and results of operations.

We expect competition for our products and services.

Many of our competitors and potential competitors are well established and have greater financial, research and development, technical, manufacturing and marketing resources than we have today. They may have the manufacturing, marketing and sales capabilities to complete research, development and commercialization of products more quickly than we can. As of today, there can also be no assurance that current and future competitors will not develop new, enhanced or more cost-effective vehicles.

Changes in consumer preferences for our products, or our failure to gauge those preferences, could lead to reduced sales or otherwise negatively impact our business.

We cannot be certain that historical consumer preferences for recreational vehicles in general, and our products in particular, will remain consistent. Recreational vehicles are generally used for recreational purposes, and demand for our products may be adversely affected by competition from other activities that occupy consumers’ leisure time and by changes in consumer lifestyle, usage pattern or taste. Similarly, an overall decrease in consumer leisure time may reduce consumers’ willingness to purchase our products.

Consumer preferences in vehicles, automotive manufacturers’ responses to those preferences, and governmental mandates could also result in changes in consumer preferences for recreational vehicles or the types of recreational vehicles preferred. These changes could include shifts to smaller vehicles, electric vehicles, autonomous vehicles or other unanticipated changes.

Our ability to remain competitive depends on our ability to provide innovative product offerings. We believe that the introduction of new features, designs and models will be critical to our future success. Products may not be accepted for a number of reasons, including changes in consumer preferences or our failure to properly gauge consumer preferences. Further, we cannot be certain that new product introductions will not reduce revenues from existing models and adversely affect our results of operations. In addition, our revenues may be adversely affected if our new models and products are not introduced to the market on time or are not successful when introduced. Finally, our competitors’ new products may obtain better market acceptance or render our products obsolete, and/or new technological advances could disrupt our industry.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate, as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

We rely on various intellectual property rights in order to operate our business. Any failure to protect our intellectual property rights, or any claims that our products or technology infringes upon the rights of others may adversely affect our business.

The Company relies on certain intellectual property rights to operate its business. We currently have one (1) patent issued to us and have filed six (6) other patent applications with the United States Patent and Trademark Office. However, the Company’s intellectual property rights may not be sufficiently broad or otherwise may not provide a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

We depend on third parties for chassis and other components of our vehicles, and the loss of any of these suppliers or the disruption of the operations of these suppliers could affect our ability to obtain chassis or components timely or at competitive prices, which would have a negative impact on our business and results of operations.

We depend on timely and sufficient delivery of chassis and other components from our suppliers. Ford Motor Company is our current primary supplier of chassis and we have an established wholesale purchasing relationship with Ford. Many of our component parts and materials are purchased from third parties. While van chassis are available from other manufacturers, our current designs and patterns are specific to the Ford Transit chassis. It would take time to change our designs to a different chassis and establish new wholesale purchasing arrangements with another manufacturer. In contrast, many of the parts and materials we purchase from third parties are available from multiple manufacturers and vendors. Nevertheless, it would have a negative effect on our business and results of operations if we were to lose any of our suppliers or if their operations were disrupted in a manner that resulted in delays in our ability to obtain chassis or other components timely or at competitive prices.

We experienced some of these issues in 2021 and 2022, as there was a shortage of available Ford Transit chassis due to the COVID-induced global chip shortage. We received none of the 2021 Transits we ordered wholesale from Ford but maintained and grew production by purchasing Ford Transits on the retail market from Ford dealers throughout the US and by developing a “Bring Your Own Chassis” program for our customers. We received 50% of our ordered 2022 Transits and expect production to return to normal levels in 2024. There can be no assurance that future shortages won’t affect our future production.

If customers are unable to obtain financing, we may incur decreased sales.

About 85% of all new car purchases are financed and about 90% of RVs are financed. As a certified RV manufacturer, ModVans offers its customers the option to finance their purchase through lenders that offer RV financing. RV financing is a well-established industry. Banks and other lenders typically offer consumers the option to finance RV purchases with terms up to 20 years. Any regulation affecting our ability to offer financing through third party lenders would adversely affect our business, and higher interest rates and decreased availability of consumer credit may adversely affect our sales.

If we were to become subject to product liability and other claims against us, our business, results of operations and financial condition may be harmed.

We may be subject, in the ordinary course of business, to litigation involving product liability and other claims against us, including, without limitation, wrongful death, personal injury and warranties. We cannot be certain that our insurance coverage will be sufficient to cover all future claims against us. Any claims may cause the premium that we are required to pay for insurance to increase significantly.

Our products and services may experience quality problems from time to time, including from vendor-supplied parts, that could result in decreased sales and gross margin and could harm our reputation.

Our products contain hundreds of parts, many of which are supplied to us by vendors. As with all of our competitors, defects may occur in our products, including from components or materials purchased from our vendors. We cannot assure you that we will detect all such defects prior to distribution of our products. In addition, we cannot assure you that if a defect in a vendor-supplied part were to occur that the vendor would have the ability to financially rectify the defect. Failure to detect defects in our products, including vendor-supplied parts, could result in lost revenue, increased warranty and related costs and could harm our reputation.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

We are subject to a wide range of federal, state, and local laws and regulations relating to the manufacture and sale of our products and the conduct of our business in general. We are subject, for example, to consumer protection and unfair trade practice, environmental, health and safety, advertising, intellectual property, tax, privacy, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations. The violation of these or future requirements of laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease-and-desist order against the subject operations, or other actions that could materially adversely affect our operating results. We have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations, and we expect these costs to increase as we expand our operations.

Risks Related to the Offering

We do not anticipate paying dividends on our common stock.

We have not paid dividends on our common stock since our inception and do not anticipate paying dividends on our common stock in the foreseeable future. Instead, we intend to retain any future earnings for use in the operation and expansion of our business.

You will not have a significant influence on management of the Company.

Our executive officers and directors will make decisions regarding the day-to-day management of the Company. Except as otherwise provided by the Delaware General Corporation Law or the Company’s Certificate of Incorporation, you will not have the ability to vote on the election of directors or any other matter. You will not have the power to take part in the management of the Company and should not purchase shares in this offering unless you are willing to entrust management of the Company to our executive officers and directors.

The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as an early-stage non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations.

There is no established trading market for the shares.

There is no currently established trading market for the Company’s Class B Stock and none may develop. As a result, if you want to resell your shares in the future, you may not be able to find a buyer. You also may not be able to pledge the shares as collateral.

The Company arbitrarily set the offering price.

The offering price for the shares has been determined by us and is not necessarily related to our asset value, net worth, earnings, or other criteria of value. The factors considered in determining the offering price include an evaluation by management of the history and prospects for our industry and our earnings prospects. We cannot guarantee that the Class B Stock can be resold at the offering price or at any other price. The offering price will increase during the offering period based on the passage of time. As a result, later investors will pay more for the same amount of stock.

There is no guarantee of a return of your investment or of any specific rate of return.

There is no assurance that an investor will realize a return on their investment or that they will not lose their entire investment.

State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

We have raised capital in private placements of our securities and pursuant to the Commission’s Regulation Crowdfunding. These securities were not registered with the Commission or any state agency in reliance upon exemptions from such registration requirements. Such exemptions are highly technical in nature. If a court or regulatory body with the required jurisdiction were to conclude that we violated state or federal securities laws in connection with an offering of our securities, we could be required to offer rescission rights to investors in such offering, or could be subject to enforcement, regulatory or other legal action. In addition, investors would have the right to sue for damages or to rescind their purchases of our securities.

Our Certificate of Incorporation includes a forum selection provision, which could discourage lawsuits against us and limit investors’ ability to bring claims against us in judicial forums they might find preferable.

Our Certificate of Incorporation provides that, unless we consent in writing to an alternative forum, the following actions against us may only be brought in the Court of Chancery of the State of Delaware: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case, provided that the Court of Chancery has personal jurisdiction over any indispensable parties named as defendants in the action. This provision may discourage lawsuits against us and limit investors’ ability to bring these claims against us in forums they might find preferable.

As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b- 2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Until such time, however, we cannot predict if investors will find our Class B Stock less attractive because we may rely on these exemptions. If some investors find our Class B Stock less attractive as a result, there may be a less active trading market for our Class B Stock and the price of our securities may be more volatile.

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 equity incentives like options, restricted stock, or restricted stock units) to its founders and early employees and advisors 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 larger sum for their shares than the founders, early employees and advisors, and earlier investors, which means that the cash value of your stake is diluted because all the shares can be viewed as worth the same amount, and you paid more than earlier stockholders for your shares.

The following table summarizes on a pro forma basis at September 21, 2023 the number of shares of capital stock purchased from us, the total consideration paid to us, and the average price per share paid to us by existing stockholders and by investors purchasing shares of Class B Stock in the offering, before deducting estimated offering expenses and assuming all shares are sold in this offering at the initial offering price of $0.40 per share. All share amounts and prices per share have been adjusted to give effect to the 85 to 1 stock split effected by the Company on September 13, 2023.

The table above excludes 12,546,425 shares of Class B Stock underlying restricted stock units awarded under the Company’s 2021 Equity Incentive Plan.

The following table demonstrates the dilution that new investors in the Company’s Class B Stock will experience upon investment in the Company. Our deficit in net tangible book value on December 31, 2022 was approximately ($853,190), or ($0.0047393) per share of common stock. Deficit in net tangible book value per share of common stock represents the amount of our total tangible assets less total liabilities, divided by the total number of shares of common stock outstanding. Dilution per share as represented below is based upon the difference between the initial offering price of $0.40 per share and the net tangible book value per share of common stock, as adjusted, immediately after this offering, and is based upon 136 million shares of Class A Stock and 44,024,305 shares of Class B Stock outstanding prior to the offering.

The table presents four scenarios for the convenience of the reader: a $10,000,000 raise from this offering, a $25,000,000 raise from this offering, a $50,000,000 raise from this offering, and a $75,000,000 raise from this offering, before deducting estimated offering expenses and assuming all shares sold in this offering are purchased at the initial offering price of $0.40 per share. All share amounts and prices per share have been adjusted to give effect to the 85 to 1 stock split effected by the Company on September 13, 2023.

The table above excludes our outstanding preferred stock and 12,546,425 shares of Class B Stock underlying restricted stock units awarded under the Company’s 2021 Equity Incentive Plan as of September 21, 2023.

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 that 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.

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). Dilution can also occur when a company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings.

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 change by actions taken by the company in the future.

PLAN OF DISTRIBUTION

Plan of Distribution

The Company is offering up to $75,000,000 of its Class B Non-Voting Common Stock. The price per share will be determined based upon the date an investor delivers a properly completed subscription agreement and pays the purchase price for the shares subscribed for. The purchase price will be $0.40 for the month in which the offering commences and the two calendar months thereafter. On the first day of the next succeeding month, and after each succeeding two-month period thereafter, the price per share will increase by $0.05 per share. By way of example, if the offering commenced on November 15, 2023, the price per share would be $0.40 through January 31, 2024, $0.45 for February and March 2024, $0.50 for April and May 2024, with similar increases after each two-month period until the Termination Date (as defined below). As a result, the maximum number of shares to be sold in the offering will not exceed 187,500,000. The shares are being sold on a “best-efforts” basis. The minimum purchase per investor is $1,000; provided, however, that we may accept subscriptions for less than this amount in our discretion.

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. We expect the shares offered in the offering will be sold primarily by our officers and directors. We also may sell shares through registered broker-dealers, but have no such arrangements as of the date of this offering circular.

Any participation of our officers and directors in selling efforts for all classes of securities in this offering will be conducted in accordance with Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). None of our officers or directors are subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. None of our officers or directors will be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. None of our officers or directors are, or have been within the past 12 months, a broker or dealer, and none of them are, or have been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, our officers and directors will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Officers and directors will be reimbursed for actual expenses incurred by them in connection with the offering.

The offering will terminate on the earlier of (i) December 31, 2024, (ii) the date at which $75,000,000 of shares has been sold in the offering, or (iii) the date at which the offering is earlier terminated by the Company in its discretion (“Termination Date”).

Process of Subscribing

In order to invest, you will be required to complete a subscription agreement (see Exhibit 4.1 to the offering statement of which this offering circular is a part). Investment in the offering is suitable only if an investor does not need liquidity in this investment and can afford to lose all or substantially all of the investment. An investor in the offering is not required to be an “accredited investor,” as defined in Rule 501(a) under the Securities Act of 1933, as amended. If an investor does not meet the definition of an accredited investor, however, the investor may not invest more than: (a) 10% of the greater of his or her annual income or net worth (for natural persons); or (b) 10% of the greater of its annual revenue or net assets at fiscal year-end (for non-natural persons).

An “accredited investor” is defined as:

We will review each subscription and notify each prospective investor of whether his, her or its subscription has been accepted or rejected. We may, in our sole discretion, refuse to accept any subscription tendered in connection with this offering. Subscription funds received from prospective investors whose subscriptions we do not accept will be promptly returned to such subscribers, without interest. In the event the offering is oversubscribed, we will, in our discretion, allot a lesser number of shares than are subscribed by any method that we deem proper. Subscriptions will only be accepted for full shares, and no fractional shares will be issued.

Upon acceptance of a subscription, the Company will send a confirmation of such acceptance to the subscriber. Upon confirmation that an investor’s funds have cleared, the Company will issue shares to the investor. The Company will notify an investor when shares are ready to be issued and the Company has set up an account for the investor. We will not issue shares in physical or paper form. Instead, our shares will be recorded and maintained on our stockholder register.

If you decide to subscribe for the Class B Stock through our online investment page located at invest.modvans.com, you should complete the following steps:

Provisions of Note in our Subscription Agreement

Forum Selection Provision

The subscription agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the Company based on the agreement to be brought in a state or federal court of competent jurisdiction in the State of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the subscription agreement. Although we believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits that may be brought to enforce contractual rights and obligations under the subscription agreement and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the Company. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the United States Securities & Exchange Act of 1934 (“Exchange Act”) creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder.

Jury Trial Waiver

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

USE OF PROCEEDS

The maximum dollar amount of Class B Stock that we will sell in this offering is $75,000,000 (the “Maximum Offering Amount”). We estimate that if we sell the Maximum Offering Amount of shares, our net proceeds from the sale of Class B Stock will be approximately $69,625,000, after deducting estimated offering expenses of $1,625,000 and estimated marketing expenses for the offering of approximately $3,735,000. Such offering expenses are expected to consist of legal, accounting and printing expenses and credit card processing and/or wire transfer fees for online investments. Marketing expenses are expected to consist of advertising and promotional expenses for the offering, including the development and purchase of advertising on social media platforms such as Facebook.

The primary purposes of the offering are as follows:

If we raise gross proceeds of $10 million, $25 million, $50 million, or $75 million in this offering, we intend to use the net proceeds as follows:

The table above represents our best estimate of the allocation of the net proceeds of the offering, based upon the current status of our operations, our current plans and current economic conditions. The amount and timing of expenditures will vary depending upon a number of factors, including progress of our operations, technical advances, terms of collaborative arrangements and changes in competitive conditions. We reserve the right to change the amount of the net proceeds that will be used for any purpose to the extent that management determines that a change is advisable. Accordingly, management will have broad discretion regarding the application of the net proceeds of the offering.

Pending application of the net proceeds of the offering, we intend to invest the net proceeds in short-term, interest-bearing investments, such as bank certificates of deposit, United States government obligations and money market instruments.

THE COMPANY’S BUSINESS

Overview

ModVans designs and manufactures high-tech multipurpose vehicles with camping features and sells direct to consumers on our website, www.modvans.com. ModVans is a certified RV manufacturer and is listed in JD Power’s NADA Guides.

We are a “second stage vehicle manufacturer.” To build our vehicles, we buy vans (“chassis”) wholesale from a large manufacturer such as Ford and convert them into Class B motorhomes. We are also a licensed and certified recreational vehicle manufacturer, which allows our customers access to RV financing, warranties, and insurance. With long term RV financing and low cost RV insurance, our vehicles have monthly costs similar to new SUVs. Many of our customers replace their everyday vehicle with a ModVans vehicle.

We offer six (6) vehicle models in three (3) different sizes. ModVans’ vehicles feature unique designs targeted to large consumer vehicle market segments. Our base models have traditional RV systems with propane heating, status display, and mechanical control switches. Our three (3) /X Series models feature giant batteries, giant solar charging systems, high efficiency DC heating and cooling, and high-tech, application-based RV monitoring and control systems. Our batteries, solar charging system, heating system, circuit boards, firmware, app and cloud servers were developed from the ground up, in-house by full time ModVans employees.

Currently the chassis we build on are powered by standard internal combustion engines. We are working aggressively on our plan to develop fully electric E-RV models.

In October 2017, ModVans launched with three (3) employees out of a 2,400 square foot industrial warehouse in Ventura, California. We quickly filled the space and maxed out production at two (2) vehicles per month with eight (8) employees. In early 2020, we moved to an 8,400 square foot industrial warehouse in Oxnard, California. Once again, we outgrew this space quickly, and maxed out production capacity at five to ten (5 to 10) vehicles per month with 25 employees and inventory spread out across three (3) locations. In March 2023 we moved to our current facility, a 22,572 square foot industrial warehouse located in Camarillo, California. Since our first sales in 2018, ModVans has delivered over 160 vehicles to customers all over the United States. We have grown revenue every year, generated revenue of approximately $4.6 million in 2022, and believe we are on a pace to achieve $6 million in revenue in 2023.

One of the primary factors hindering the growth of ModVans has been insufficient production capacity to meet the current demand for our vehicles. The principal purposes of this offering are to raise funds to lease, buy or build a larger manufacturing facility in Reno, Nevada (or another suitable location) to expand our production capacity from five to ten (5-10) vehicles per month to 100 vehicles per month, purchase additional inventory and new manufacturing equipment, and to fund expenditures on research and development, particularly the continued design and development of the E-CV1, our first all-electric model.

We are raising money to add an additional production facility in Reno, Nevada, or another suitable location, and establish an RV campground thereon, complete with on-site employee housing (provided we raise at least $50,000,000 in this offering), grow current production from five to ten (5-10) vehicles per month to one hundred (100) vehicles per month by purchasing additional manufacturing equipment and inventory, and continue to develop our new fully electric E-CV1 model.

Our Products

ModVans builds six (6) different models in three (3) different sizes. Our base models have traditional RV systems with propane heating, status display, and mechanical control switches. Our /X Series models feature giant batteries (the largest available in any production RV), high efficiency DC heating and cooling, and a high-tech, app-based RV monitoring and control system.

CV1. The model CV1 was the first in a planned line of several vehicles. It is a camper van, passenger vehicle, and work truck all in one. It features removable, modular components that allow owners to adjust the layout for their activities. The CV1 is based on the low-roof, medium-length Ford Transit chassis, making it affordable, easy to drive, easy to park, and serviceable by any Ford dealer. Our first CV1 was delivered in June 2018. The CV1 has traditionally been our best-selling model, and our CV1 was chosen the winner of the “Van Life” category at the 2019 RV Experience (“RVX”), an RV industry trade show in Salt Lake City.

CV1 Core Market: SUV Alternative

CV1/M. Many customers requested the CV1 features with more interior height. In response, in 2021, we designed the CV1/M. The CV1/M is in production with the first units delivered to customers in July 2021. During 2022, the CV1/M became our best-selling model.

CV1/M Core Market: SUV Alternative

MH1. Many customers requested our modular design coupled with features from larger motorhomes such as an interior shower and larger beds. In response, in 2021, we designed the MH1. This model features a unique floorplan and several innovative features such as a popup top and “popup semi-dry” bathroom. The MH1 shares its modular nature, seating system, and appliances with our CV1 and CV1/M models. In comparison to our CV1 and CV1/M, which are intended to be SUV replacements, the MH1 competes more squarely with Class B RVs such as Winnebago’s Revel and Solis and Thor’s Sanctuary and Tellaro. Customer deliveries of the MH1 started in Q3 2022. The ModVans MH1 was named the “Coolest and most Innovative Camper Van” for 2022 by StrangerPalooza, a website and YouTube channel focused on Class B RVs and tips on RV buying, living and travel.

MH1 Core Market: Class Leading Class B RV (Camper Van)

/X Series. Announced in the summer of 2021, the ModVans /X Series line adds additional features to all our vehicle models. We call these upgraded models the CV1/X, CV1/MX, and MH1/X. /X series models feature a patent pending “extreme” capacity lithium battery system that is installed as a floor layer to minimize interior space requirements. The /X Series includes an integrated, computerized monitoring, control, and entertainment system that is application and cloud connected and supports over-the-air updates and upgrades. /X Series vehicles have all electric RV systems with electric powered heating, cooling, and cooktops. Our 100% DC powered electric heating and cooling systems require no voltage conversions and provide 20-50% reduced power use compared with typical AC powered appliances. All /X Series van systems are monitored and controlled by our in-house developed application and cloud servers from anywhere in the world.

With the capacity of 2 Tesla PowerWalls, the /X Series has enough power to run heating, cooling, and cooking appliances off-grid for days or weeks. Our first production CV1 with /X series technology was delivered in April 2022. ModVans built an MH1/X demo van in July 2022 to exhibit at shows. In December, 2022, we delivered models CV1/X, CV1/MX, and MH1/X to customers. Production and delivery of /X Series models has continued throughout 2023 with several vehicles of each model delivered to customers.

/X Series Core Market: Class Leading SUV Alternative and Class B RV

E-CV1. ModVans plans to develop a line of electric vehicle (“EV”) based multipurpose vehicles. Our first vehicle is under development and is code-named E-CV1. To speed development, minimize risk and costs, and maintain our “second stage” vehicle manufacturing model, we intend to adopt an EV “skateboard” chassis designed and manufactured by a yet to be determined vendor. To meet the unique needs of our customer base, we plan to design our own vehicle bodies and to merge chassis and RV systems such as electrical, cooling and heating.

ModVans believes that the future of all vehicles will be fully electric powered at first by lithium batteries, then by fuel cells or other electric storage systems. The /X series was designed so that its electric systems and controls can be easily moved onto an Electric Vehicle platform.

We believe that our experience building and delivering our current line of Internal Combustion Engine (“ICE”) vehicles and RV control systems give us a substantial competitive advantage. The E-CV1 will combine all the best designs, features and knowledge gained from delivering our current line of vehicles to paying customers. We believe that our manufacturing capacity and experience will enable us to capitalize on the fast-growing EV market more quickly than competitors with less real-world experience.

E-CV1 Core Market: Full Electric SUV Alternative and Class B RV

Other Potential Revenue Sources

In addition to selling completed vehicles, ModVans may sell its systems and parts to third parties. We have an extensive set of custom designed and manufactured parts that we believe are desirable within the camper van community. For example, we have received thousands of sale inquiries about our driver and passenger cargo door accessories, pop-up tops, pop-up bathroom and other unique features. At the present time, we do not sell parts separately from our complete vehicles, but it is a future potential source of revenue.

Customer Experience

When a customer decides to purchase a ModVans vehicle, they place their order online on our website. They select the vehicle model, choose options and make a deposit, typically between $1,000 and $7,000. Based on the model and options selected and our current production schedule, the reservation system automatically provides a price and estimated delivery date.

When an online order is made, a ModVans team member contacts the customer to confirm selections and make any requested changes. A sales order is then generated and electronically signed. The sales order contains all customer selections and converts the customer’s online order payment into a non-refundable deposit.

With the sales order and deposit secured, ModVans either orders the customer’s chassis from a vendor or assigns a matching chassis from our “stock” chassis inventory. Ordering a new chassis typically takes about 12 weeks to arrive at our factory while stock chassis are immediately available for ModVans production. A typical ModVans RV conversion involves over 2,000 parts, including off-the-shelf parts, which are ordered from various manufacturers and distributors, and custom parts, such as the pop-up top, cabinets and /X Series battery modules and circuit boards, which are manufactured in-house by ModVans or custom manufactured by vendors to ModVans’ designs and specifications. It currently takes our team 2-6 weeks to complete a conversion. We are working to implement more efficient production techniques in order to significantly decrease vehicle manufacturing time. For example, we use wiring harnesses manufactured to our specifications by a vendor, but some wiring connections are made during final assembly with hand crimping tools. We are in the process of adding connectors to all wiring harnesses and assemblies so no manual crimping will be required during final assembly.

While the customer’s vehicle is being built, we work with them to finalize payment or financing and travel arrangements. Most customers come to the ModVans factory to take delivery of their vehicle so they can meet us in person and receive hands-on training. Shipping is available at an additional cost for customers that prefer to have their ModVans vehicle delivered. Most of our customers are new to RV ownership. In the future, we plan to build an RV campground at our factory so customers taking delivery can stay with us a few days to give them extra time to learn how to use their new ModVans RV with easy access to ModVans sales and support team members. This campground will also include on-site employee housing.

Demonstrations

A drawback from selling vehicles exclusively online is that potential customers are unable to physically view a vehicle prior to purchase. As such, we provide in-person demonstrations at our manufacturing facility.

To expand access to in-person demonstrations, in 2021, ModVans built a set of demo vehicles and exhibited them at “adventure vehicle” consumer shows across the United States, including Adventure Van Expo, and Overland Expo. The show venues are primarily outdoors with minimal exhibit requirements. Since then, we have continued to update our demo vehicles to show new options or models and added new shows to our exhibit events schedule.

In the next 12 months, ModVans plans to launch its Vanbassador program. Potential customers will be able to request and schedule in-person or Zoom demos via our website. As part of this program, our nationwide, growing base of ModVans customers can opt to be contacted for hourly pay or a referral fee to meet with potential customers to demo their personally owned ModVans vehicle.

Intellectual Property

Our success and ability to compete will be enhanced by our ability to develop and maintain proprietary aspects of our technology and operate without infringing on the proprietary rights of others. We rely on a combination of patent, trademark, trade secret, copyright law and contractual restrictions to protect the proprietary aspects of our business.

ModVans holds U.S. patent number 11,572,006B2, issued on February 7, 2023, for a “Vehicle with a Slide-Up Roof.” We have six (6) other patent applications pending in the United States for the following inventions:

We also hold common law trademark rights in our ModVans trademark and the names of our vehicle models. We operate and own the domain name registration for the website at www.modvans.com, where we provide information about the Company and our vehicles.

Market and Competition

ModVans vehicles are considered Class B motorhomes, also known as camper vans. A camper van is the smallest of the three (3) main types of motorhomes and offers a comfortable travel experience without the intimidating size of a larger motor coach. The Class B RVs are compact and can be used as daily drivers, plus they feature amenities like a kitchen, bathroom and bedroom. They are the easiest to drive, offer the best fuel economy among motorhomes, and are often less expensive than Class A or Class C motorhomes.

In contrast, a Class A motorhome is usually built on a commercial bus or commercial truck chassis. They are significantly larger than camper vans, more expensive, and have worse fuel economy. A Class C motorhome typically features a raised sleeping or storage area that extends over the cab of the RV. Class C motorhomes are less expensive than Class A motorhomes and have gas mileage in between Class A and Class B motorhomes.

While in a broad sense we compete with all types of RVs for customers, our primary competition comes from providers of Class B RVs, many of whom also offer Class A and/or Class C motorhomes.

Many of our competitors, such as Winnebago and Thor, are well established RV manufacturers and have greater name recognition, financial, sales and marketing, manufacturing, technical and other resources than we have today. These competitors may be able to compete effectively with us because in addition to the above-listed factors, they may be able to more quickly introduce new models and technologies, more rapidly address customer requirements, and devote greater resources to the promotion and sale of their vehicles than we can. We also may face competition from newly established competitors. There can be no assurance that current and future competitors will not develop new and enhanced or more cost-effective vehicles.

We believe that we will be able to successfully compete with these competitors because of the superior features of our vehicles described above.

Large RV Manufacturers

Large RV Manufacturers have traditionally designed camping vehicles for retired individuals and couples. During COVID, the market changed and several manufacturers launched Class B RVs with pop-up tops and two (2) beds. However, the vast majority of these manufacturers do not offer the size, style, and feature combinations of ModVans vehicles, which make our vehicles multipurpose.

Custom/Bespoke Camper Van Builders

There are many custom camper van builders. For the right price and a long wait time, some builders offer some of the features available in ModVans vehicles. Very few custom builders are certified RV manufacturers. This means that, unlike ModVans, their customers do not have access to RV financing, warranties, and insurance. Long-term RV financing helps make RVs affordable to a much larger market, as over 90% of RVs are financed with long term loans.

Minivans, SUVs, and Pickup Trucks

Large vehicle manufacturers are focused more towards transitioning to EV platforms, competing with startup EV manufacturers such as Tesla and Rivian, and are not focused on the RV market. We do not expect to see any large vehicle manufacturer currently offer a directly competitive vehicle.

Employees

ModVans currently has 30 full-time employees and one (1) part-time employee.

Legal Proceedings

In the normal course of business, we may be subject to litigation. At present, there are no legal proceedings pending against us or our directors or executive officers.

THE COMPANY’S PROPERTY

We do not own any real property. We lease 22,572 square feet at 530 Constitution Avenue, Camarillo, California 93012, which serves as our principal office as well as the manufacturing facility for ModVan’s products. The initial lease term for this facility expires in April 2028. The current monthly base rent under this lease is $23,000 and is subject to increases of approximately 4% per year. In addition, we are responsible for certain operating expenses, repairs, insurance, and taxes relating to the property, which we currently estimate to be approximately $2,935 per month. The lease required a security deposit of $92,754.

We believe that this facility is generally in good condition and suitable to carry on our current business, although our plans are to lease, build or buy a larger manufacturing facility as we grow our business so that we can support increased production of ModVans vehicles. See “Use of Proceeds.” We also believe that, if required, suitable alternative or additional space will be available to us on commercially reasonable terms.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes to the financial statements and other financial information included elsewhere in this offering circular. In addition to historical information, this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this offering circular contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by forward-looking information because of certain factors, including those set forth under “Risk Factors” and elsewhere in this offering circular.

General

We design and manufacture high-tech multipurpose vehicles with camping features and sell directly to consumers on our website, www.modvans.com. Our vehicles include six (6) models in three (3) different sizes. Our patented, award winning, uniquely designed vehicles fit in the sweet spot between SUVs and traditional RVs. We delivered our first ModVans vehicle in 2018. We increased revenue in each of the last five (5) years and have delivered over 160 vehicles to customers all over the United States.

Our growth has been limited by production capacity. Revenue growth also was limited in 2021 by a shortage of Ford Transit chassis due to the COVID-induced global chip shortage. We received none of the 2021 Transits we ordered wholesale from Ford but maintained and grew production by purchasing Ford Transits on the retail market from Ford dealers throughout the US and by developing a “Bring Your Own Chassis” program for our customers. We received 50% of our ordered 2022 Transits and expect production to return to normal levels in 2024.

We intend to use the proceeds of this offering primarily to lease, buy or build a larger manufacturing facility, to expand our production capacity, to purchase additional inventory and new manufacturing equipment, to fund research and development of our vehicles, predominantly, the E-CV1, and to fund our working capital and for other corporate purposes, we also plan to and establish an RV campground on the site complete with employee on-site housing, provided we raise at least $50,000,000 in this offering.

We are a Delaware corporation formed in 2021 in order to effect the reincorporation by merger of WebTez, Inc., a Georgia corporation formed by our founder, Peter J. Tezza II, in 2012.

Financial Condition

As of December 31, 2022 and 2021, our total assets were $1,790,855 and $1,023,484, respectively. The largest components of our assets were inventory, which was $479,796 and $333,958 at year end 2022 and 2021, respectively, and prepaids and other current assets, which was $652,514 and $322,549 at year end 2022 and 2021, respectively. Inventory consists primarily of parts, materials and vehicles in process but not yet delivered to the customer. Total liabilities as of December 31, 2022 and 2021 were $2,644,045 and $936,698, respectively, consisting primarily of deferred revenue, a small business administration loan, and related party loans. The increase in liabilities from 2021 to 2022 was principally due to an increase in deferred revenue from $543,350 at year end 2021 to $1,802,980 at year-end 2022. We record deferred revenue when we receive a customer deposit but have not yet delivered a vehicle to the customer. Revenue is recognized for an order when we deliver a vehicle to a customer and have satisfied our performance obligations. The significant increase in deferred revenue at year-end 2022 compared to year-end 2021 resulted from increased orders that were still in production and had not yet been delivered to customers. Our total stockholders’ equity (deficit) as of December 31, 2022 and December 31, 2021 was ($853,190) and $86,786, respectively.

Results of Operations

Revenues increased from 2021 to 2022, from $3,504,390 to $4,620,686, principally due to increased ModVans vehicles sold. While cost of goods sold increased from $4,023,830 in 2021 to $ 4,417,862 in 2022, for the first time since 2019, we achieved positive gross profit in 2022, when gross profit was $202,824 compared to a negative $519,440 in 2021. Our positive gross profit in 2022 was due primarily to increased sales, tempered by increases in the price of raw parts and materials compared to 2021.

Operating expenses consist of general and administrative expenses, research and development costs, and sales and marketing expenses. Although sales and marketing expenses decreased from $151,134 for the year ended December 31, 2021 to $42,829 for the year ended December 31, 2022, our other operating expenses increased over these periods as we grew our business. We increased research and development expenses from $16,994 to $44,088, enabling us to expand our portfolio from one (1) vehicle model, the CV1, to six (6) vehicle models in three (3) different sizes. We also increased general and administrative expenses from $1,229,698 to $1,510,507, mainly due to higher payroll costs.

After factoring in other income and interest expense, our net loss for 2022 was $1,410,570 compared to $1,746,672 in 2021.

Liquidity and Capital Resources

As of December 31, 2021, the Company held $15,993 in cash and cash equivalents and $322,549 in prepaids and other current assets. By year end December 31, 2022, the Company had increased its cash position to $25,472, and prepaids and other current assets to $652,514. The increase in prepaid and other current assets in 2022 was predominately due to the Company expanding production capacity by purchasing additional chassis parts for vehicles that had not yet been delivered.

During the past two years, we have financed our operations principally through capital contributions, loans from our principal stockholder, and a small business administration loan. At December 31, 2022, we had a total stockholders’ deficit of $853,190, a working capital deficiency of $994,075, and an accumulated deficit of $4,902,090. At December 31, 2021, we had total stockholders’ equity of $86,786, a working capital deficiency of $67,647, and an accumulated deficit of $3,486,847.

Net cash used in operating activities was $113,953 for the year ended December 31, 202 2, compared to $1,359,500 for the comparable period of 2021. The decrease in cash used in operations was principally the result of the following items:

Net cash used in investing activities was $23,718 for the year ended December 31, 2022, compared to $43,854 for the year ended December 31, 2021. The decrease in 2022 was due to decreased purchases of property and equipment.

Net cash provided by financing activities was $147,149 for the year ended December 31, 2022 compared to $1,308,839 for the year ended December 31, 2021. Net cash provided by financing activities for 2022 was the result of proceeds of $99,992 from the sale of Series Seed Two Preferred Stock, $47,588 from the sale of Class B Stock (net of issuance costs) and $43,000 from stockholder loans, offset by loan repayments totaling $43,430. Net cash provided by financing activities for 2021 was primarily the result of proceeds of $800,000 from the sale of Simple Agreements for Future Equity, $341,752 from the sale of Class B Stock (net of issuance costs), $109,130 from a Small Business Administration loan, and $63,765 from stockholder loans, offset by loan repayments totaling $5,808.

Going Concern Consideration

We have experienced losses from operations, negative cash flow, and liquidity problems. Our independent accountant’s report accompanying our audited financial statements for the years ended December 31, 2022 and December 31, 2021 includes an explanatory paragraph relating to the uncertainty about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability of reported assets or liabilities should we be unable to continue as a going concern.

We have been able to continue based upon our receipt of funds from the issuance of equity securities and borrowings. We have also increased our sales faster than we have increased our cost of goods sold, which enabled us to achieve gross profit from operations in 2022. Our ability to continue as a going concern is dependent upon our ability to produce and grow revenues, continue to achieve operating profit, and obtain financing from this offering and possibly other sources that are sufficient to meet our current and future obligations and enable our business to expand and achieve profitability. The eventual outcome of this offering or our ability to obtain additional funding cannot be ascertained with any degree of certainty.

We currently anticipate that the net proceeds of this offering and our operating income will be sufficient to meet our anticipated needs for working capital and capital expenditures for the next 12 months. If our operating income together with the proceeds of this offering are not sufficient to satisfy our financing needs, we will be required to seek additional funding or revise our business plan to reduce expenses. Additional funding options could include bank and other borrowings and additional sales of our securities, including equity securities. There can be no assurance that such additional funds, if required, will be available to us on acceptable terms or at all.

Relaxed Ongoing Reporting Requirements

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

If the Company becomes a public reporting company under the Exchange Act in the future, the Company expects to take advantage of relaxed reporting exemptions until it is no longer an emerging growth company. The Company would remain an “emerging growth company” for up to five years, although if the market value of its Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, the Company would cease to be an “emerging growth company” as of the following December 31.

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

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

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Peter and Laura Tezza are husband and wife.

Officers and Significant Employees

Peter J. Tezza II, Founder, Director and Chief Executive Officer

Mr. Tezza has been a director and the Chief Executive Officer of ModVans since its formation in February 2012. Mr. Tezza attended university at Georgia State University where he received a Bachelor of Science degree in physics. Since completing his education, Mr. Tezza has spent over 20 years working exclusively with startup companies and has experience as both an engineer and a manager.

Laura L. Tezza, Director and Chief Operations Officer

Ms. Tezza has been a director and Chief Operations Officer of ModVans since its formation in February 2012. With substantial experience working in startups and as well as several degrees including a Master of Business Administration from Mills College, Ms. Tezza understands business operation fundamentals such as accounting, human resources, payroll, and customer and vendor relationships.

Jean-Thierry Aupetit, Chief Engineer

With several degrees including a Bachelor of Science from the University of California-Berkeley, a Master of Science in aerospace engineering from the University of Colorado, and professional certificates from Massachusetts Institute of Technology, Stanford University and Harvard University, Mr. Aupetit is ModVan’s chief engineer. Mr. Aupetit left a career as an aerospace engineer for the United States Air Force developing flight testing of armament systems for counter unmanned air systems in February 2020 to join ModVans. Mr. Aupetit manages all aspects of ModVans’ research and development as well as the overall manufacturing process.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended 2022 we compensated our three (3) highest-paid directors and executive officers as follows:

For the fiscal year ended December 31, 2022, we did not compensate our directors for their services as directors to the Company.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays, as of September 21, 2023, the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of our capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of our capital stock:

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Peter J. Tezza II has made unsecured loans to the Company. As of September 21, 2023, the principal amount of those loans was $293,300.61. Interest is not accruing on this amount and there is no maturity date. The loans may be repaid from time to time by the Company.

On September 26, 2022, the Company entered into a sale-leaseback transaction with Peter J. Tezza II for a demo van (the “Vehicle Lease”). The value of the vehicle as of the date of the Vehicle Lease was $244,622. The term of the lease is 240 months and interest accrues at an annual rate of 7.5%. At the conclusion of the lease, if all payments are made, the total cost of the Vehicle Lease will be $444,661, excluding any cost of repairing excess wear and tear to the van. The Company recognized a right-of-use asset and liability pertaining to this related party transaction.

DESCRIPTION OF SECURITIES

We are offering up to 187,500,000 shares of our Class B Non-Voting Common Stock (“Class B Stock”) to investors in this offering at an initial price of $0.40 per share for the month in which the offering commences and the two calendar months thereafter. On the first day of the next succeeding month, and after each succeeding two-month period thereafter, the price per share will increase by $0.05 per share. By way of example, if the offering commenced on November 15, 2023, the price per share would be $0.40 through January 31, 2024, $0.45 for February and March 2024, $0.50 for April and May 2024, with similar increases after each two-month period until the Termination Date.

The following description summarizes material terms of our capital stock. The summary does not purport to be complete and is qualified in its entirety by the provisions of our Certificate of Incorporation, as amended, and our Bylaws. For a complete description of our capital stock you should refer to our Certificate of Incorporation, as amended, our Bylaws and applicable provisions of the Delaware General Corporation Law.

Our authorized capital stock consists of 136,000,000 shares of Class A Voting Common Stock, of which 136,000,000 shares are outstanding as of September 21, 2023, 275,000,000 shares of Class B Stock, of which 44,024,305 shares are outstanding as of September 21, 2023, and 15,000,000 shares of Preferred Stock, 8,500,000 of which have been designated as Series Seed Preferred Stock and 2,500,000 of which have been designated as Series Seed Two Preferred Stock. As of September 21, 2023, we had 7,077,100 shares of Series Seed Preferred Stock and 709,835 shares of Series Seed Two Preferred Stock outstanding.

The number of authorized shares of Class A Stock, Class B Stock and Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote. A class vote is not required.

Common Stock

The Company has two classes of common stock, Class A Voting Common Stock and Class B Non-Voting Common Stock (collectively “Common Stock”). Holders of shares of our Class A Stock are entitled to one vote for each share held on all matters to be voted on by the stockholders. The holders of Class B Stock are not entitled to vote, except as otherwise required by the Delaware General Corporation Law. Except as set forth above, the Class A Stock and Class B Stock have the same rights and preferences and shall be treated as one class of Common Stock.

Holders of Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors from funds legally available therefor, subject to the rights of preferred stockholders, if any. The Common Stock has no preemptive, conversion, or similar rights, and there are no redemptive or sinking fund provisions applicable to the Company’s Common Stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities of the Company and of the preferential amounts, if any, to which the holders of Preferred Stock may be entitled, the holders of the outstanding shares of Common Stock will be entitled to share ratably in the remaining net assets of the Company.

Preferred Stock

We are authorized to issue 15,000,000 shares of Preferred Stock. The Board of Directors has the authority to issue the Preferred Stock in one or more series and to determine the powers, preferences and rights and the qualifications, limitations or restrictions granted to or imposed upon any wholly unissued series of undesignated Preferred Stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by the stockholders. We have designated 8,500,000 shares as Series Seed Preferred Stock and 2,500,000 shares as Series Seed Two Preferred Stock.

Holders of shares of our Series Seed Preferred Stock and Series Seed Two Preferred are entitled to one (1) vote for each share held on all matters to be voted on by the stockholders. Except as required by law, the Series Seed Preferred Stock and Series Seed Two Preferred Stock vote together with the holders of Class A Stock as a single class.

Holders of Series Seed Preferred Stock and Series Seed Two Preferred Stock are entitled to receive non-cumulative dividends when, as and if declared by the Board of Directors from funds legally available therefor.

With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all shares of the Series Seed Preferred Stock and Series Seed Two Preferred Stock shall rank (i) in parity with each other; (ii) senior to the Common Stock and any other class or series of Preferred Stock or other capital stock of the Corporation created in the future and specifically ranking by its terms junior to the Series Seed Preferred Stock or Series Seed Two Preferred Stock; and (iii) junior to any other class or series of Preferred Stock or other capital stock of the Corporation created in the future and specifically ranking by its terms senior to the Series Seed Preferred Stock or Series Seed Two Preferred Stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or a change in control (as defined in the Certificate of Designation for the Series Seed Preferred Stock and Series Seed Two Preferred Stock), before any distribution or payment is made to the holders of the Company’s Common Stock, the holders of the Company’s Series Seed Preferred Stock and Series Seed Two Preferred Stock are entitled to be paid out of the assets of the Company available for distribution to its stockholders, in parity with each other, an amount in cash equal to the liquidation preference of such shares. The liquidation preferences of the Series Seed Preferred Stock and Series Seed Two Preferred Stock currently are approximately $0.14 per share and $0.34 per share, respectively (in each case as adjusted for any stock split, stock dividends, recapitalizations, or similar transaction with respect to such series).

After the payment in full of its respective liquidation preference, holders of shares of Series Seed Preferred Stock and Series Seed Two Preferred Stock are entitled to participate with the holders of shares of Common Stock, pro rata based upon the number of shares held by each such holder, in the distribution of the remaining assets and funds of the Company available for distribution to its stockholders after any required distribution have been made with respect to the shares.

The Series Seed Preferred Stock and Series Seed Two Preferred Stock have no preemptive, conversion, or similar rights, and there are no redemptive or sinking fund provisions applicable to such stock.

Forum Selection Provision

Our Certificate of Incorporation requires that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, as amended, or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

ADDITIONAL INFORMATION

We have filed an offering statement on Form 1-A with the Commission under Regulation A of the Securities Act with respect to the Class B Stock offered by this offering circular. This offering circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. Statements contained in this offering circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the Commission, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the Commission. Please call the Commission at 1-800-SEC-0330 for further information about the public reference room. The Commission also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the site is www.sec.gov.

We also maintain a website located at www.ModVans.com. After the completion of this offering, you may access these materials at our website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the Commission. Information contained on our website is not a part of this offering circular.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We will be required to make annual and semi-annual filings with the Commission. 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.

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

We may supplement the information in this offering circular by filing a supplement with the Commission.

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

Index to Financial Statements

MODVANS, INC

Financial Statements

Years Ended December 31, 2022 and 2021

(Expressed in United States Dollars)

INDEPENDENT ACCOUNTANT’S AUDIT REPORT

To the Board of Directors

Modvans Inc.

Camarillo, California

Opinion

We have audited the financial statements of Modvans Inc. which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Modvans, Inc. as of December 31, 2022, and 2021, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Modvans, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

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

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Modvans, Inc.’s ability to continue as a going concern for period of twelve months from the end of the year ended December 31, 2022.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.

In performing an audit in accordance with GAAS, we:

•    Exercise professional judgment and maintain professional skepticism throughout the audit.

•     Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•    Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Modvans, Inc.’s internal control. Accordingly, no such opinion is expressed.

•    Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•    Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Modvans, Inc.’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.

April 24, 2023, except for the forward stock split retrospectively presented in these financial statements and equity financings as described in Note 10, as to which the date is September 21, 2023.

Los Angeles, California

Modvans Inc.

Balance Sheets

See accompanying notes to financial statements.

Modvans Inc.

Statements of Operations

See accompanying notes to financial statements.

Modvans Inc.

Statements of Changes in Stockholders’ Equity (deficit)

See accompanying notes to financial statements.

Modvans Inc.

Statements of Cash Flows

See accompanying notes to financial statements.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

WebTez, Inc. was formed on February 15, 2012 (“Inception”) in the State of Georgia, then reincorporated in Delaware as ModVans Inc. on August 23, 2021 due to a merger into ModVans Inc., a newly formed Delaware corporation (which may be referred to as the "Company", "we," "us," or "our". The Company's headquarters are located in Camarillo, California.

ModVans designs and manufactures high-tech multipurpose vehicles with camping features and sells direct to consumers on our website, www.modvans.com. ModVans offers 6 vehicle models in 3 different sizes. Our award winning, uniquely designed vehicles fit the sweet spot between SUVs and traditional RVs. Many of customers replace their everyday vehicle.

To build our vehicles, we buy vans (“chassis”) wholesale from a large manufacturer such as Ford and convert them into motorhomes. Technically, we are a “second stage vehicle manufacturer.” We are also a licensed and certified RV manufacturer, which allows our customers access to RV financing, warranties, and insurance. With long term RV financing, our vehicles have a monthly payment similar to a new SUV. ModVans has delivered over 100 vehicles to customers all over the US.

Use of Estimates

The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all cash in banks. The Company’s cash is deposited in demand accounts at financial institutions that management believes are creditworthy.

Accounts Receivable

Accounts receivable due from customers are uncollateralized customer obligations due under normal trade terms requiring payment on receipt of invoice or within fifteen days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Payments of accounts receivable are allocated to the specific invoices identified on the customer's remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. During the years ended December 31, 2022, and 2021, the Company did not record bad debt expense.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

Inventory

Inventory consists primarily of parts, materials and vehicles in process but not yet delivered to the customer. Inventory is recorded at the lower of cost or market, using a standard costing and specific identification method. As of December 31, 2022, and 2021, inventory was $479,796 and $333,958, respectively.

Property and Equipment

Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of, and the related depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings.

Depreciation is computed over the estimated useful lives of the related asset type or term of the operating lease using the straight-line method for financial statement purposes. The estimated service lives for property and equipment is as follows:

Impairment of Long-lived Assets

Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We look for indicators of a trigger event for asset impairment and pay special attention to any adverse change in the extent or manner in which the asset is being used or in its physical condition. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a location level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets. If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset.

Income Taxes

The Company is a C corporation for income tax purposes. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense. The Company records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes. Accordingly, the Company recognizes liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority. The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied.

The Company recognizes revenue from the sale of recreational vehicle models when the vehicle has been delivered to the customer and the Company has satisfied its performance obligation. The Company records deferred revenue for any customer deposits received but the model has not yet been delivered. As of December 31, 2022, and 2021, the Company had deferred revenue of $1,802,980 and $543,350, respectively.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments included in current assets and current liabilities (such as cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of such instruments.

The inputs used to measure fair value are based on a hierarchy that prioritizes observable and unobservable inputs used in valuation techniques. These levels, in order of highest to lowest priority, are described below:

Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2—Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3—Unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Leases

On January 1, 2022, the Company adopted ASC 842, Leases, as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from lease arrangements. The Company adopted the new guidance using a modified retrospective method. Under this method, the Company elected to apply the new accounting standard only to the most recent period presented, recognizing the cumulative effect of the accounting change, if any, as an adjustment to the beginning balance of retained earnings. Accordingly, prior periods have not been recast to reflect the new accounting standard. The cumulative effect of applying the provisions of ASC 842 had no material impact on accumulated deficit.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

The Company elected transitional practical expedients for existing leases which eliminated the requirements to reassess existing lease classification, initial direct costs, and whether contracts contain leases. Also, the Company elected to present the payments associated with short-term leases as an expense in statements of operations. Short- term leases are leases with a lease term of 12 months or less. Refer to Note 9 for the Company’s right of use asset and liability.

Subsequent Events

The Company considers events or transactions that occur after the balance sheets date, but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through April 24, 2023, which is the date the financial statements were issued.

Recently Issued and Adopted Accounting Pronouncements

In February 2019, FASB issued ASU No. 2019-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. ASU 2019-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on financial statements and related disclosures.

In June 2019, FASB amended ASU No. 2019-07, Compensation – Stock Compensation, to expand the scope of Topic 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on financial statements and related disclosures.

In August 2019, amendments to existing accounting guidance were issued through Accounting Standards Update 2019-15 to clarify the accounting for implementation costs for cloud computing arrangements. The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is a service contract. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. We are currently evaluating the effect that the updated standard will have on financial statements and related disclosures.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of 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 on our financial statements.

Prepaids and other current assets consist of the following items:

Prepaid Chassis represents chassis parts purchased for vehicles that have not yet been delivered.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

Property and equipment consist of:

Depreciation expenses for property and equipment for the fiscal year ended December 31, 2022 and 2021 totaled $80,315 and $36,259, respectively.

Preferred Stock

Upon the reincorporation to a Delaware company, and prior to the 85-1 forward stock split described in Note 10, the Company authorized the issuance of 1,000,000 shares of Preferred Stock, $0.0001 par value. Of this amount, 100,000 shares were designated as Series Seed Preferred Stock and 166,000 shares were designated as Series Seed Two Preferred Stock.

On September 30, 2021, the Company filed a Certificate of Designation of its Series Seed Preferred Stock, at which point all the Company’s outstanding SAFE notes (see Note 6) were automatically converted into 83,260 shares of Series Seed Preferred Stock, or 7,077,100 after giving effect to the stock-split.

On August 5, 2022, the Company filed a Certificate of Designation of its Series Seed Two Preferred Stock.

During the year 2022, the Company issued 3,448 shares of Series Seed Two Preferred Stock, or 293,080 after giving effect to the stock split, for total proceeds of $99,992.

Common Stock

The Company has authorized the issuance of two classes of shares with $0.0001 par value that consists of 136,000,000 shares of Class A Voting Common Stock, and 275,000,000 shares of Class B Non-Voting Common Stock. As of December 31, 2022 and 2021, 136,000,000 shares of Class A common stock are issued and outstanding for a consideration of $160. As of December 31, 2022 and 2021, 515,950 and 502,195 shares of Class B Common Stock are issued and outstanding (43,855,750 and 42,686,575 shares after giving effect to the stock split).

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

As of December 31, 2022, 243,413 restricted shares of Class B Common Stock (24,455,010 shares after giving effect to the stock split) had vested. The Company recorded stock-based compensation expense of $327,687. In 2022, $165,549 was included in cost of goods sold and $162,138 was included in general and administrative expenses in the statements of operations. In 2021, $280,299 was included in cost of goods sold and $184,450 was included in general and administrative expenses in the statements of operations. As of December 31, 2022, unrecognized compensation cost for unvested shares was $217,957.

Rights and Preferences

Dividend rights - Holders of the Preferred Stock, in preference to the holders of the Company’s Common Stock, are entitled to receive, when and if declared by the Board of Directors, cash dividends as defined in the Articles. The dividends are payable only when declared by the Board of Directors and are non-cumulative.

Liquidation preference - Upon a liquidation event, as defined in the Articles, before any distribution or payment is made to the holders of the Company’s Common Stock, the holders of the Company’s Preferred Stock are entitled to an amount equal to the original issue price, plus all declared and unpaid dividends. Upon payment of the full liquidation preference, the remaining assets will be distributed to the holders of Common and Preferred Shares.

Voting rights - The holders of the Company’s Preferred Stock shall have one vote per share .

SBA Loan

The Company signed a long-term loan with Newtek on November 21, 2017 and matures in ten years. The loan is a Small Business Administration guaranteed loan in the amount of $280,000. The loan has a fluctuating rate calculated on the Prime Rate (as posted in the Wall Street Journal as of the first business day of the month in which SBA receives the application) plus 2.75%. The rate will be adjusted on a quarterly basis on the first day of each calendar quarter, beginning the first calendar quarter following the loan closing. The following is a summary of principal maturities of long-term debt during the next five years. As of December 31, 2022 and 2021, the loan has an outstanding balance of $188,973 and $277,661, respectively. The following is a schedule of future maturities:

PPP Loan

In May 2020, the Company entered into a loan with a lender in an aggregate principal amount of $76,109, pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The PPP Loan is evidenced by a promissory note (“Note”). Subject to the terms of the Note, the PPP Loan bears interest at a fixed rate of one percent (1%) per annum, with the first six months of interest deferred, has an initial term of two years, and is unsecured and guaranteed by the Small Business Administration. The Company may apply to the Lender for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered rent, and covered utility payments incurred by the Company during the applicable forgiveness period, calculated in accordance with the terms of the CARES Act. The loan proceeds were used for payroll and other covered payments and is expected to be forgiven in 2021 based on current information available; however, formal forgiveness has not yet occurred as of the date of these financial statements.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

In March 2021, the Company received a 2^nd PPP Loan for an aggregate principal amount of $119,800 under the same terms as the first PPP Loan.

In August and December 2021, both PPP Loans received notification of full forgiveness, and accordingly the Company recorded a gain of forgiveness of $195,909 as other income in the statements of operations.

Loan Payable

In June 2019, the Company financed an equipment purchase with a loan. During 2022 and 2021, the Company made repayments, including interest, totaling $5,808 and $5,807, respectively. During 2022, the Company financed Insurance premium from Cypress Premium Funding of $29,904.

During 2022, the Company financed an equipment purchase with a loan of $86,367.

SAFE Investment

In 2021, all outstanding SAFEs were converted into 83,260 shares of Series Seed Preferred Stock (7,077,100 shares after giving effect to the stock split) upon the Company’s filing of its Certificate of Designation.

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows:

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, the Company has determined that it is more likely than not that the Company will not recognize the benefits of the federal and state net deferred tax assets, and, as a result, full valuation allowance has been set against its net deferred tax assets as of December 31, 2022. The amount of the deferred tax asset to be realized could be adjusted if estimates of future taxable income during the carry-forward period are reduced or increased.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

As of December 31, 2022 the Company had net operating loss (“NOL”) carryforwards of approximately $4,858,000. Utilization of some of the federal and state NOL carryforwards to reduce future income taxes will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the carryforwards. Under the provisions of the Internal Revenue Code, the NOLs and tax credit carryforwards are subject to review and possible adjustment by the IRS and state tax authorities. NOLs and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three- year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. The Company has not performed a comprehensive Section 382 study to determine any potential loss limitation with regard to the NOL carryforwards and tax credits.

The Company recognizes the impact of a tax position in the financial statements if that position is more likely than not of being sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position. As of December 31, 2022 and 2021, the Company had no unrecognized tax benefits.

The Company recognizes interest and penalties related to income tax matters in income tax expense. As of December 31, 2022 and 2021, the Company had no accrued interest and penalties related to uncertain tax positions.

The Company is subject to examination for its US federal and California jurisdictions for each year in which a tax return was filed.

As of December 31, 2018, the Company has loans from its shareholders in the total amount of $80,000. During 2019, the Company made repayments of $38,387 and one noteholder converted $7,497 of debt for shares of Common Stock. During 2020, a shareholder made additional loans of $49,000 and a noteholder converted $24,996 of debt for shares of Common Stock. During 2022 and 2021, a shareholder made additional advances totaling $43,000 and $63,765, respectively. As of December 31, 2022 and 2021, the outstanding balance of the shareholders loans are $164,887 and $121,887, respectively. The loans do not accrue any interest.

During the year 2022, the Company entered into a sales-leaseback transaction with the CEO for a demo van. As a result, the Company recognized a right-of-use asset and liability pertaining to the related party transaction. See Note 9.

Right of Use Asset and Liability – Related Party

In September 2022, the Company entered into a sales-leaseback transaction with the CEO for a demo van. The lease expires in 20 years and requires monthly payments of $1,494. As such, the Company recorded a right of use asset (“ROU”) and liability of $186,586.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

Below are details of the Company’s ROU:

The following is a summary of minimum annual payments per the lease:

Rent expenses for the years ended December 31, 2022 and 2021 was $126,780 and $95,640, respectively.

Contingencies

The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations.

Litigation and Claims

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of December 31, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

The Company has evaluated subsequent events through April 24, 2023, the date the financial statements were available to be issued.

In February 2023, the Company entered into a lease for office and warehouse space in Camarillo, California. The lease expires in April 2028 and has a monthly base rent of $23,000. The lease required a security deposit of $92,754.

During 2023, the Company issued 4,903 shares of Series Seed Two Preferred Stock (416,755 shares after giving effect to the stock split) at $29 per share (approximately $0.34 per share as adjusted for the stock split).

The Company awarded 147,605 restricted stock units (RSUs) with respect to Class B non-voting common stock (12,546,425 shares after giving effect to the stock split) to its employees.

The Company issued 1,983 shares of Class B non-voting common stock (167,790 shares after giving effect to the stock split) at $29 per share (approximately $0.34 per share as adjusted for the stock split).

In September 2023,  following the approval of the Company’s Board of Directors and holders of a majority of the Company’s voting stock , the Company filed an amendment to its Certificate of Incorporation increasing the Company's authorized shares to 426 million, consisting of 136 million shares of Class A Voting Common Stock, 275 million shares of Class B Non-Voting Common Stock, and 15 million shares of Preferred Stock, of which 8.5 million shares were designated as Series Seed Preferred Stock and 2.5 million shares were designated as Series Seed Two Preferred Stock. The Company also effected a n 85-for-1 forward stock split of the Company’s outstanding shares of Common and Preferred Stock. Following the stock split, the Company had approximately 136 million shares of Class A Voting Common Stock, 44.024 million shares of Class B Non-Voting Common Stock, 7.077 million shares of Series Seed Preferred Stock, and 710 thousand shares of Series Seed Two Preferred Stock outstanding. The Company also had approximately 12.4546 million shares of Class B Non-Voting Common Stock reserved for issuance pursuant to the RSUs referred to above. All share references have been restated for this forward split to the earliest period presented.

The accompanying 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. The Company incurred losses from operations and has accumulated deficit of $4,902,090 as of December 31, 2022 and cash of $25,472.

The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing.

There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

PART III: EXHIBITS

Index to Exhibits

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camarillo, State of California, on September 21, 2023.

ModVans Inc.

By:           /s/ Peter J. Tezza II                          

Peter J. Tezza II, Chief Executive Officer

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

                     /s/ Peter J. Tezza II                                     

Peter J. Tezza II, Director and Chief Executive Officer

(principal executive officer)

September 21, 2023

                  /s/ Laura L. Tezza                                         

Laura L. Tezza, Director and Chief Operating Officer

(principal financial and accounting officer)

September 21, 2023

EXHIBIT 2.1

Page 1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “MODVANS INC.”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF AUGUST, A.D. 2021, AT 4:25 O`CLOCK P.M.

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

MODVANS INC.

ARTICLE I

The name of the Corporation is ModVans Inc. (the"Corporation").

ARTICLE II

The address of the Corporation's registered office in the State of Delaware is 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901. The name of its registered agent at such address is Capitol Services, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "DGCL").

ARTICLE IV

ARTICLE V

The name and mailing address of the incorporator is:

Lawrence B. Mandala

Munck Wilson Mandala, LLP

12770 Coit Road, Suite 600

Dallas, Texas 75251

ARTICLE VI

The number of directors of the Corporation shall be fixed in the manner provided in the Bylaws of the Corporation, and until changed in the manner provided in the Bylaws the number of directors shall be two (2). The name and mailing address of the persons who are to serve as the initial directors until the first annual meeting of stockholders or until his successor is elected and qualified is as follows:

ARTICLE VII

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation shall have the power to adopt, amend, or repeal the Bylaws of the Corporation.

ARTICLE VIII

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE IX

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciaiy duty as a director, except, if required by the DGCL, for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Any repeal or modification of this A1ticle IX by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE X

The Corporation shall indemnify, advance expenses, and hold harmless, to the fu1lest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, exeept for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the Corporation. Any amendment, repeal, or modification of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE XI

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

[signature page follows]

IN WITNESS WHEREOF, the incorporator has executed this Certificate of Incorporation on this 27th of August, 2021.

EXHIBIT 2.2

Page 1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “MODVANS INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 2021, AT 1:03 O`CLOCK P.M.

You may verify this certificate online at corp.delaware.gov/authver.shtml

- - · - · - -- · - ·· --- · - •,472g..s55A - F8FA7DE789BF State of Delaware Secretary of State Division of Corporations Delivered 01:03 PM 09 / 30 / 2021 FILED 01:03 PM 09 / 30 / 2021 SR 20213387327 - FileNumber 6185113 CERTIFICATE OF DESIGNATION · . . . . . . .. . . OF SERIES SEED PREFERRED STOCK OF MODVANS INC . .. .•. · Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Mocl \ ianslnc . , ·a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, does hereby submit the following : . WHEREAS, the Certificate oflncorporation of the Corporation, as filed with the Secretary of State . . of the State of Delaware on August 23, 2021, (the "Certificate of Incorporation") authorizes the issuance . ofup to 1 ,000 ,000 shares of preferred stock, par value $0.0001 per share, of the Corporation ("Preferred· . Stock"), in one or more series, and expressly authorizes the Board of Directors of the Corporation (the · ·. · "Board') , subject to limitations prescribed by law , to provide, out of the unissued shares of Preferred Stock, · for series of Preferred Stock, and, with respect to each such series, toestablish and fix the number of shares . to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions . and limitations of the shares of such series; and WHEREAS, it is the desire of the Board to establish and fix the number of shares to be in cluded in · . a new series of Preferred Stock and the designation, rights, prefer ences, and limitations of the shares of · · . such new series. NOW, THEREFORE, BE IT RESOLVED, tha.t the Board does hereby provide for the issue of a . · series· of Preferred Stock and does hereby in this Certificate of Designation (the "Certificate of Desi.gnation," or this "Certificat e" ) establish and fix and herein state and express the designation, rights, . ·· preferences, powers, restrictions, and limitations of such series of Preferred Stock as follows: A. . .. Desigrration. There shall be a series of Preferred Stock that shall be designated as "Series· Seed Preferred Stock" (the "Series Seed Preferred Stock") and the number of Shares constituting such. ·· series shall be 100,000. The rights, preferences, powers, restrictions, and limitations of the Series · Seed Preferred Stock shall be as set forth herein . B. Defmed Term s. For purposes of these Restated Articles, the following terms shaUhave the · following meanings: . . "Additional Consideration'' has the meaning set forth in Section D. l (b) · . · · "Board' has the meaning set forth in the Recitals. "Bylaws' has the meaning set forth in Section E.l. · "Certificate of Designation" or "Certificate" has the meaning set forth in the Recitals . . · "Change of Controf' means, unless otherwise agreed by the holders of not less than fifty percent (50%) of the then total outstanding Shares, (a) any sa le, lease or transfer or series of sales, leases or transfers of all or substantially all of the assets of the Corporation; (b) any exclusive license of all or substantially all . of the Corporation's in tellectual property in a single transaction or series of related transact ions ; or (c) any 90146S.v2

DocuSign Envelope ID: 2317116F - 9491 - 4728 - B55A - F8FA7DE789BF merger, consolidation, recapitalization or reorganization of the Corporation with or into another Person (whether or not the Corporation is the surviving corporation) where the stockholders owning voting securities of the Corporation outstanding immediately prior to such merger, consolidation, recapitalization or reorganization hold, immediately after such merger, consolidation, recapitalization or reorganization, less than fifty percent ( 50 % ) of voting power of the surviving corporation (other than a financing transaction or initial public offering) . "Common Stock" means the Class A Voting Common Stock, par value $ 0 . 0001 and Class B Non Voting Common Stock, par value $ 0 . 0001 , of the Corporation . "Closs A Voting Common Stock" means the Class A Voting Common Stock, par value $ 0 . 0001 per share, of the Corporation . "Class JJ Non - Voting Common Stock" means the Class B Non - Voting Common Stock, par value $0.0001 per share, of the Corporation. "Corporlllion" has the meaning set forth in the Preamble. "Deemed Liquidation" has the meaning set forth in Section D. I (b). "Initial Consideration" has the meaning set forth in Section D.I(b). "Junior Securities" means, collectively, the Common Stock and any other class of securities, unless such other class of securities is specifically designated as senior to or in parity with the Series Seed Preferred Stock in rights, preferences or privileges (including with respect to dividends, liquidation, voting, redemption, conversion or voting)_ "Liquidation" has the meaning set forth in Section D.l(a). "Liquidation Value" means, with respect to any Share on any given date, $ 11 . 93 (as adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Series Seed Preferred Stock) . "Options" means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities . "Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity . "Preferred Stock" has the meaning set forth in the Recitals. "Qualified Public Offering" means the sale for the account of the Corporation, in a firm commitment underwritten public offering led by a nationally recognized underwriting firm pursuant to an effective registration statement under the Securities Act, of Class A Voting Common Stock of the Corporation having an aggregate offering value (before underwriters' discounts and selling commissions) of at least $ 50 , 000 , 000 . 00 . "Securities Acf' means the Securities Act of 1933 , as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time . "Series Seed Preferred Stock" has the meaning set forth in Section A. "Share" means a share of Series Seed Preferred Stock. 2 901465.v2

DocuSign Envelope ID: 2317116F - 9491 - 4728 - 855A - F8FA7DE789BF "Subsidiary" means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person . C. Rank . With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all Shares of the Series Seed Preferred Stock shall rank senior to all Junior Securities . D. Liquidation . I. ation;Deemed LilJ_uidation . (a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (collectively with a Deemed Liquidation, a "Liquidation"), the holders of Shares then outstanding shal l be entitled to be paid ou t of the assets of tl 1 e Corporation available for distribution to its stockholders, befor e any payment shal l be made to the holder s of Junior Securities by reason of their ownership thereof, an amount in cash equal to the aggregate Liquidation Value of al l Shares held by such holder . (b) Deemed Liquidation . The occurrence of a Change of Control (such event, a "Deemed Liquidation") shall be deemed to be a Liquidation . Upon the consummation of any such Deemed Liquidation, the holders of the Series Seed Preferred Stock shall, in consideration for cancellation of their Shares, be entitled to the same rights such holders are entitled to under this Section D upon the occurrence of a Liquidation, including the right to receive the full preferential payment from the Corporation of the amouots payable with respect to the Series Seed Preferred Stock under Section D . l(a) . lf any portion of the consideration payable to the stockholders of the Corporation in connection with a Deemed Liquidation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies (the "Additional Consideration"), the transaction document governing such Deemed Liquidation, if the Corporation is a party thereto, shall provide that (i) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the "Initial Consideration") shall be allocated among the holders of capital stock of the Corporation in accordance with Sections D . l(a) and D . 2 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation and (ii) any Additional Consideration that becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 0 . 1 (a) and D . 2 after taking into account the previous payment of the Initial Consideration as part of the same transaction . (c) Deemed Liquidation Procedures . In furtherance of the foregoing, the Corporation shall take such actions as are necessary to give effect to the provisions of Section D . I(b), including, without limitation, (i) in the case of a Change of Control structured as a merger, consolidation, or similar reorganization, causing the definitive agreement relating to such transaction to provide for a rate at which the Shares are converted into or exchanged for cash, new securities, or other property, or (ii) in the case of a Change of Control structured as an asset sale, as promptly as practicable following such transaction (including the determination of any Additional Consideration), either dissolving the Corporation and distributing the assets of the Corporation in accordance with applicable law or redeeming all outstanding Shares and, in the case of both clauses (i) and (ii), giving effect to the preferences and priorities set forth in Section C and this Section D . The Corporation shall promptly provide to the holders of Shares such information concerning the tenns of such Change of Control, and the value of the assets of the Corporation as may reasonably be requested by the holders of Series Seed Preferred Stock . 3 90l465.v2

DocuSign Envelope ID: 2317116F - 9491 - 4728 - 855A - F8FA7DE789BF 2. Pai : !icipation With Junior Securities on Liquida \ !@ . After the payment in full of all amounts payable pursuant to Section D . J, including the distribution of Additional Consideration, holders of Shares shall be entitled to participate with the holders of shares of Junior Securities, pro rata based upon the number of shares held by each such holder, in the distribution of the remaioing assets and funds of the Corporation available for distribution to its stockholders after any required distributions have been made with respect to the Shares . 3. Insufficient Assets . If upon any Liquidation or Deemed Liquidation the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the Shares the full preferential amount to which they are entitled under Section D . l, then (i) the holders of the Shares shall share ratably in any distribution of the assets and funds of the Corporation in proportion to the respective full preferential amounts that would otherwise be payable in respect of the Shares held by them in the aggregate upon such Liquidation or Deemed Liquidation if all amounts payable on or with respect to such Shares were paid in full, and (ii) tbe Corporation shall not make or agree to make any payments to the holders of Junior Securities . 4. Notice R<!!mirement . In the event of any Liquidation or Deemed Liquidation, the Corporation shall, within ten ( 10 ) days of the date the Board approves such action, or no later than twenty ( 20 ) days prior to any stockholders' meeting called to approve such action, or within twenty ( 20 ) days of the commencement of any involuntary proceeding, whichever is earlier, give each holder of Shares written notice of the proposed action . Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the holders of Shares upon consummation of the proposed action and the date of delivery tbereof . If any material change in the facts set forth in the initial notice shall occur, the Corporation sball promptly give written notice to each holder of Shares of such material change . L Y 2 ting Generall,c . Except as otherwise required by law, the holders of Shares shall vote together with holders of outstanding shares of Class A Voting Common Stock, voting together as a single class . In any such vote, each Share of Series Seed Preferred Stock shall be entitled to one vote per Shares . Each holder of outstanding Shares shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Bylaws of the Corporation ("Bylaws") . F. Dividends . The holders of shares of Series Seed Preferred Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable in cash, in property or in shares of Common Stock, Preferred Stock or other securities of the Corporation . G. Reissuance of Series Seed Preferred Stock . Any Shares redeemed, converted, or otherwise acquired by the Corporation or any Subsidiary shall be cancelled and retired as authorized and issued shares of capital stock of the Corporation, and no such Shares shall thereafter be reissued, sold, or transferred . H. Notices. Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given : (a) when delivered by hand (with written confirmation of receipt) ; (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) ; (c) on the date sent by electronic mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, provided, with respect to notice to a stockholder, that any electronic transmission shall only be in the manner authorized by tbe stockholder ; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid . Such communications must be sent (x) to the Corporation, at its 4 901465.v2

DocuSign Envelope ID: 2317116F - 9491 - 4728 - B55A - F8FA7DE789BF principal executive offices and (y) lo any stockholder, at such holder's address at it appears in the stock records of the Corporation (or at such other address for a stockholder as shalJ be specified in a notice given in accordance with this Section H) . I . . Waiver . Except as otherwise set forth herein, (a) any of the rights, powers, preferences and other terms of the Preferred Stock set forth herein may be waived on behalf of all holders of Preferred Stock by the affinnative written consent or vote of the holders of a majority of the shares of Preferred Stock then outstanding and (b) at any time more than one ( 1 ) series of Preferred Stock is issued and outstanding, any of the rights, powers, preferences and other terms of any series of Preferred Stock set forth herein may be waived on behalf of all holders of such series of Preferred Stock by the affirmative written consent or vote of the holders of a majority of the shares of such series of Preferred Stock then outstanding . [SIGNATURE PAGE FOLLOWS! 5 901465.v2

DocuSign Envelope ID: 2317116F - 9491 - 4728 - B55A - F8FA7DE789BF IN WITNESS WHEREOF, this Certificate of Designation is executed on behalfofthe Corporation by its Chief Executive Officer on September 30, 2021. ('"'""""'DocuSigned by: i (), L, , I. · : t ' tr r ! ! , ------- - ChiefExecutive Officer Signature Page to Certificate of Designation 90l465.v2

EXHIBIT 2.3

Page 1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “MODVANS INC.”, FILED IN THIS OFFICE ON THE FIFTH DAY OF AUGUST, A.D. 2022, AT 12:38 O`CLOCK P.M.

You may verify this certificate online at corp.delaware.gov/authver.shtml

935597 . vl State of Delaware Secretary of State Division of Corporations Delivered 12:38 PM 08 / 05 / 2022 FILED 12:38 PM 08 / 05/2022 SR 20223189335 - File Number 6185113 CERTIFICATE OF DESIGNATION OF SERIES SEED TWO PREFERRED STOCK OF MODVANS INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, ModVans Inc . , a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporadon''), in accordance with the provisions of Section 103 thereof, does hereby submit the following : WHEREAS, the Certificate oflncorporation of the Corporation, as filed with the Secretary of State of the State of Delaware on August 23 , 2021 , as amended (the "Certificate of Incorporation") authorizes the issuance of up to 1 , 000 , 000 shares of preferred stock, par value $ 0 . 0001 per share, of the Corporation ("Preferred Stock"), in one or more series, and expressly authorizes the Board of Directors of the Corporation (the "Board''), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series ; WHEREAS, it is the desire of the Board to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences, and limitations of the shares of such new series ; and WHEREAS, the Corporation filed a Certificate of Designation of Series Seed Preferred Stock with the Secretary of State of the State of Delaware on September 30 , 2021 (the "Prior Designadon") . NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a series of Preferred Stock and does hereby in this Certificate of Designation (the "Certificate of Designation," or this "Certificate") establish and fix and herein state and express the designation, rights, preferences, powers, restrictions, and limitations of such series of Preferred Stock as follows : A . Designation . There shall be a series of Preferred Stock that shall be designated as " Series Seed Two Preferred Stock" (the "Series Seed Two Preferred Stock") and the number of Shares constituting such series shall be 166 , 000 . Such number of shares may be increased or decreased (but not below the number of shares of Series Seed Two Preferred Stock then outstanding) by resolution of the Board, and by the filing of a certificate pursuant to the General Corporation Law of the State of Delaware stating that such increase or decrease, as applicable, has been so authorized . In case the number of such shares shall be decreased the number of shares so specified in the certificate shall resume the status which th e y had prior to the adoption of this Certificate . The rights , preferences , powers , restrictions , and limitations of the Series Seed Two Preferred Stock shall be as set forth herein .

2 935597.vl B. Defined Terms . For purposes of this Certificate, the following terms shall have the following meanings: "Additional Consideration" has the meaning set forth in Section D. l(b). "Boartf' has the meaning set forth in the Recitals. "Bylaws" has the meaning set forth in Section E.l. "Certificate of Designation" or "Certificate" has the meaning set forth in the Recitals. "Change of Controf' means, unless otherwise agreed by the holders of not less than fifty percent ( 50 % ) of the then total outstanding Shares, (a) any sale, lease or transfer or series of sales, leases or transfers ofall or substantially all of the assets of the Corporation ; (b) any exclusive license of all or substantially all of the Corporation's intellectual property in a single transaction or series ofrelated transactions ; or (c) any merger, consolidation, recapitalization or reorganization of the Corporation with or into another Person (whether or not the Corporation is the surviving corporation) where the stockholders owning voting securities of the Corporation outstanding inunediately prior to such merger, consolidation, recapitalization or reorganization hold, inunediately after such merger, consolidation, recapitalization or reorganization, less than fifty percent ( 50 % ) of voting power of the surviving corporation (other than a fmancing transaction or initial public offering) . "Common Stock" means the Class A Voting Common Stock, par value $ 0 . 000 I and Class B Non Voting Common Stock, par value $ 0 . 0001 , of the Corporation . "Class A Voting Common Stock" means the Class A Voting Common Stock, par value $ 0 . 0001 per share, of the Corporation . "Class B Non - Voting Common Stock" means the Class B Non - Voting Common Stock, par value $0.0001 per share, of the Corporation. "Corporation" has the meaning set forth in the Preamble. "Deemed Liquidation" has the meaning set forth in Section D. l(b ). "Initial Consideration" has the meaning set forth in Section D. l(b). "Junior Securities" means, collectively, the Common Stock and any other class of securities, unless such other class of securities is specifically designated as senior to or in parity with the Series Seed Two Preferred Stock in rights, preferences or privileges (including with respect to dividends, liquidation, voting, redemption, conversion or voting) . "Liquidation" has the meaning set forth in Section D. l(a). "Liquidation Value" means, with respect to any Share on any given date, $ 29 . 00 (as adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Series Seed Two Preferred Stock) . "Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity . "Preferred Stock" has the meaning set forth in the Recitals.

3 935597.vl "Qualified Public Offering" means the sale for the account of the Corporation, in a firm commitment underwritten public offering led by a nationally recognized underwriting firm pursuant to an effective registration statement under the Securities Act, of Class A Voting Common Stock of the Corporation having an aggregate offering value (before underwriters' discounts and selling commissions) of at least $ 50 , 000 , 000 . 00 . "Securities Act" means the Securities Act of 1933 , as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time . "Series Seed Preferred Stock" means the series of Preferred Stock designated as "Series Seed Preferred Stock" in the Prior Designation . "Series Seed Two Preferred Stock" has the meaning set forth in Section A. "Share" means a share of Series Seed Two Preferred Stock. "Subsidiary" means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person . C. Rank . With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all Shares of the Series Seed Two Preferred Stock shall rank (i) senior to all Junior Securities ; (ii) in parity with the Series Seed Preferred Stock and any other class or series of Preferred Stock of the Corporation hereafter created specifically ranking, by its terms, in parity with the Series Seed Two Preferred Stock ; and (iii) junior to any other class or series of Preferred Stock or other capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series Seed Two Preferred Stock . D. Liquidation. I. Liquidation: Deemed Liquidation. (a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (collectively with a Deemed Liquidation, a "Liquidation"), the holder s of Shares then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, in parity with any distribution to th e holder s of Series Seed Preferred Stock and before any paymen t shall be made to the holder s of Junior Securities by reason of their ownership thereof, an amount in cash equal to the aggregat e Liquidation Value of all Share s held by such holder . (b) Deemed Liquidation . The occurrence of a Change of Control (such event, a "Deemed Liquidation") shall be deemed to be a Liquidation . Upon the consununation of any such Deemed Liquidation, the holders of the Series Seed Two Preferred Stock shall, in consideration for cancellation of their Shares, be entitled to the same rights such holders are entitled to under this Section D upon the occurrence of a Liquidation, including the right to receive the full preferential payment from the Corporation of the amounts payable with respect to the Series Seed Two Preferred Stock under Section D . l(a) . If any portion of the consideration payable to the stockholders of the Corporation in connection with a Deemed Liquidation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies (the "Additional Consideration"), the transaction document governing such Deemed Liquidation, if the Corporation is a party thereto, shall provide that (i) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the "Initial Consideration") shall be allocated among the

holders of capital stock of the Corporation in accordance with Sections D . l(a) and D . 2 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation and (ii) any Additional Consideration that becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders ofcapital stock of the Corporation in accordance with Sections D . l(a) and D . 2 after taking into account the previous payment of the Initial Consideration as part of the same transaction . (c) Deemed Liquidation Procedures . In furtherance of the foregoing, the Corporation shall take such actions as are necessary to give effect to the provisions of Section D . l(b), including, without limitation, (i) in the case of a Change of Control structured as a merger, consolidation, or similar reorganization, causing the definitive agreement relating to such transaction to provide for a rate at which the Shares are converted into or exchanged for cash, new securities, or other property, or (ii) in the case of a Change of Control structured as an asset sale, as promptly as practicable following such transaction (including the determination of any Additional Consideration), either dissolving the Corporation and distributing the assets of the Corporation in accordance with applicable law or redeeming all outstanding Shares and, in the case of both clauses (i) and (ii), giving effect to the preferences and priorities set forth in Section C and this Section D . The Corporation shall promptly provide to the holders of Shares such information concerning the terms of such Change of Control, and the value of the assets of the Corporation as may reasonably be requested by the holders of Series Seed Two Preferred Stock . 2. Participation With Junior Securities on Liquidation . After the payment in full of all amounts payable pursuant to Section D . l, and all amounts payable to the holders of Series Seed Preferred Stock pursuant to Section D . l of the Prior Designation, including the distribution of Additional Consideration, holders of Shares shall be entitled to participate with the holders of shares of Junior Securities, pro rata based upon the number of shares held by each such holder, in the distribution of the remaining assets and funds of the Corporation available for distribution to its stockholders after any required distributions have been made with respect to the Shares . 3. Insufficient Assets . If upon any Liquidation or Deemed Liquidation the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the Shares the full preferential amount to which they are entitled under Section D . l, and insufficient to pay the holders of Series Seed Preferred Stock the full preferential amount to which they are entitled under Section D . l of the Prior Designation, then (i) the holders of the Shares and the holders of shares of Series Seed Preferred Stock shall share ratably in any distribution of the assets and funds of the Corporation in proportion to the respective full preferential amounts that would otherwise be payable in respect of the Shares and Series Seed Preferred Stock held by them in the aggregate upon such Liquidation or Deemed Liquidation if all amounts payable on or with respect to such shares were paid in full, and (ii) the Corporation shall not make or agree to make any payments to the holders of Junior Securities . 4. Notice Requirement . In the event of any Liquidation or Deemed Liquidation, the Corporation shall, within ten ( 10 ) days of the date the Board approves such action, or no later than twenty ( 20 ) days prior to any stockholders' meeting called to approve such action, or within twenty ( 20 ) days of the commencement of any involuntary proceeding, whichever is earlier, give each holder of Shares written notice of the proposed action . Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the holders of Shares upon consununation of the proposed action and the date of delivery thereof . If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each holder of Shares of such material change . 4 935597.vl

5 935597.vl I. Voting Generally . Except as otherwise required by law, the holders of Shares and the holders of Series Seed Preferred Stock shall vote together with holders of outstanding shares of Class A Voting Conunon Stock, voting together as a single class . In any such vote, each Share of Series Seed Two Preferred Stock shall be entitled to one vote per Share . Each holder of outstanding Shares shall be entitled to notice ofall stockholder meetings (or requests for written consent) in accordance with the Bylaws of the Corporation ("Bylaws") . F. Dividends . The holders of shares of Series Seed Two Preferred Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable in cash, in property or in shares of Conunon Stock, Preferred Stock or other securities of the Corporation . G. Reissuance of Series Seed Two Preferred Stock . Any Shares redeemed, converted, or otherwise acquired by the Corporation or any Subsidiary shall be cancelled and retired as authorized and issued shares of capital stock of the Corporation, and no such Shares shall thereafter be reissued, sold, or transferred . H. Notices . Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers, and other conununications hereunder shall be in writing and shall be deemed to have been given : (a) when delivered by hand (with written confirmation ofreceipt) ; (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) ; (c) on the date sent by electronic mail ofa PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, provided, with respect to notice to a stockholder, that any electronic transmission shall only be in the manner authorized by the stockholder ; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid . Such conununications must be sent (x) to the Corporation, at its principal executive offices and (y) to any stockholder, at such holder's address at it appears in the stock records of the Corporation (or at such other address for a stockholder as shall be specified in a notice given in accordance with this Section H) . I. Waiver. Except as otherwise set forth herein, (a) any of the rights, powers, preferences and other terms of the Preferred Stock set forth herein may be waived on behalf ofall holders of Preferred Stock by the affirmative written consent or vote of the holders of a majority of the shares of Preferred Stock then outstanding and (b) at any time more than one ( 1 ) series of Preferred Stock is issued and outstanding, any of the rights, powers, preferences and other terms of any series of Preferred Stock set forth herein may be waived on behalf of all holders of such series of Preferred Stock by the affirmative written consent or vote of the holders of a majority of the shares of such series of Preferred Stock then outstanding . J. Interpretation: Inconsistency . The terms of this Certificate and the terms of the Prior Designation shall be interpreted to give effect to the parity of the rights of the Series Seed Preferred Stock and the rights of the Series Seed Two Preferred Stock . In the event of any inconsistency between the terms of this Certificate and the terms of the Prior Designation, the terms of this Certificate shall control to the extent necessary to resolve such inconsistency . [SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its Chief Executive Officer on August 4, 2022. Signature Page to Certificate of Designation 935597.vl Peter J. Tezza II Chief Executive Officer

EXHIBIT 2.4

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

MODVANS INC.

ModVans Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation’’), certifies that:

FIRST: The name of the Corporation is ModVans Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 23, 2021 (the “Certificate of Incorporation”).A Certificate of Designation of Series Seed Preferred Stock of the Corporation was filed with the Secretary of State of the State of Delaware on September 30, 2021 (the “Series Seed Designation”) and a Certificate of Designation of Series Seed Two Preferred Stock of the Corporation was filed with the Secretary of State of the State of Delaware on August 5, 2022 (the “Series Seed Two Designation”).

SECOND: Article IV.A of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

” A. Authorized Shares. The aggregate number of shares of capital stock that the Corporation shall have authority to issue is 426,000,000 shares consisting of (i) 136,000,000 shares of Class A Voting Common Stock, par value $0.0001 per share (“Class A Voting Common Stock”), (ii) 275,000,000 shares of Class B Non-Voting Common Stock, par value $0.0001 per share (“Class B Non-Voting Common Stock” and, together with the Class A Voting Common Stock, the “Common Stock”) and (iii) 15,000,000 shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock’1 (the Common Stock and Preferred Stock may be collectively referred to as the “Stock’’).

Effective upon the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware (the “Effective Time”), each share of Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be converted into eighty five (85) shares of Stock of the same class (the “Forward Stock Split’’). For clarity, the Liquidation Value at the Effective Time of issued and outstanding shares of any series of Preferred Stock (as defined in the Certificate of Designation establishing any such series) shall be proportionately reduced as a consequence of the Forward Stock Split.”

THIRD: The first sentence of Section A of the Series Seed Designation is hereby amended and restated in its entirety as follows:

“A. Designation. There shall be a series of Preferred Stock that shall be designated as “Series Seed Preferred Stock” (the “Series Seed Preferred Stock”) and the number of Shares constituting such series shall be 8,500,000.”

FOURTH: The first sentence of Section A of the Series Seed Two Designation is hereby amended and restated in its entirety as follows:

“A. Designation. There shall be a series of Preferred Stock that shall be designated as “Series Seed Two Preferred Stock” (the “Series Seed Two Preferred Stock”) and the number of Shares constituting such series shall be 2,500,000.”

FIFTH: These amendments were duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

SIXTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by Peter J. Tezza II, its Chief Executive Officer, this 13th day of September, 2023.

MODVANS INC.

By: /s/ Peter J. Tezza II                                     

Name: Peter J. Tezza II

Title: Chief Executive Officer

EXHIBIT 2.5

BYLAWS OF

MODVANS INC.

(a Delaware corporation) Dated as of August 23, 2021

TABLE OF CONTENTS

ARTICLE I

OFFICES

1.1.           Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.

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

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1.           Time and Place of Meetings. All meetings of the stockholders for the election of directors shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. In lieu of holding a meeting of stockholders (whether annual or for any other purpose) at a designated place, the Board of Directors may, in its sole discretion, determine that the meeting shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Directors may adopt.

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

2.3.           Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called at any time by order of the Board of Directors and shall be called by the Chairman of the Board, the President, the Secretary at the request in writing of the holders of not less than ten percent (10%) of the voting power represented by all the shares issued, outstanding, and entitled to be voted at the proposed special meeting, unless the Certificate of Incorporation provides for a different percentage, in which event such provision of the Certificate of Incorporation shall govern. Such request shall state the purpose or purposes of the proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

2.4.           Written Notice of Meetings. Written notice of the annual meeting, stating the place (if any), date, and hour of the meeting, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of the meeting. Written notice of a special meeting, stating the place (if any), date, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of the meeting.

2.5.           Electronic Notice of Meetings. Any notice of a meeting to stockholders given by the Corporation shall be effective if given by a form of electronic transmission to which the stockholder to whom or which the notice is given has consented. Notice given by a form of electronic transmission to which the stockholder has consented shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of that specific posting, upon the later of that posting and the giving of that separate notice; and (iv) if by another form of electronic transmission, when directed to the stockholder. An affidavit of the Secretary or an Assistant Secretary, or of the transfer agent or other agent of the Corporation, that a notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. An "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

2.6.           Quorum. Except as otherwise provided by statute or the Certificate of Incorporation, the holders of stock having a majority of the voting power of the stock entitled to be voted thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice (other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.7.            Organization. At each meeting of the stockholders, the Chairman of the Board or the President, determined as provided in Article VII of these Bylaws, or if those officers shall be absent therefrom, another officer of the Corporation chosen as chairman present in person or by proxy and entitled to vote thereat, or if all the officers of the Corporation shall be absent therefrom, a stockholder holding of record shares of stock of the Corporation so chosen, shall act as chairman of the meeting and preside thereat. The Secretary, or if he shall be absent from such meeting or shall be required pursuant to the provisions of this Section 2.7 to act as chairman of such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.

2.8.         Voting. Except as otherwise provided in the Certificate of Incorporation, each stockholder shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for each share of stock of the Corporation held by him and registered in his name on the books of the Corporation on the date fixed pursuant to the provisions of Section 9.5 of these Bylaws as the record date for the determination of stockholders who shall be entitled to notice of and to vote at such meeting. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held directly or indirectly by the Corporation, shall not be entitled to vote. Any vote by stock of the Corporation may be given at any meeting of the stockholders by the stockholder entitled thereto, in person or by his proxy appointed by an instrument in writing subscribed by such stockholder or by his attorney thereunto duly authorized and delivered to the Secretary of the Corporation or to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date, unless said proxy shall provide for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. At all meetings of the stockholders, all matters, except where other provision is made by law, the Certificate of Incorporation, or these Bylaws, shall be decided by the vote of a majority of the votes cast by the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present. Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat, or so directed by the chairman of the meeting, the vote thereat on any question other than the election or removal of directors need not be by written ballot. Upon a demand of any such stockholder for a vote by written ballot on any question or at the direction of such chairman that a vote by written ballot be taken on any question, such vote shall be taken by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted. A written ballot shall include, if authorized by the Board of Directors, a ballot submitted by electronic transmission if any such electronic transmission either sets forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder.

2.9.           Participation and Voting by Remote Communication. If authorized by the Board of Directors in accordance with these Bylaws and applicable law, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders, whether such meeting is held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

2.10.        List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger, either directly or through another officer of the Corporation designated by him or through a transfer agent appointed by the Board of Directors, to prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and 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 a period of at least 10 days before said meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the stockholders' meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of said meeting during the whole time thereof, and may be inspected by any stockholder of record who shall be present thereat. If the meeting is to be held solely by means of remote communication, the list shall also be open to the examination of any stockholder of record during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the stockholders' meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, such list, or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

2.11.        Inspectors of Votes. At each meeting of the stockholders, the chairman of such meeting may appoint two Inspectors of Votes to act thereat, unless the Board of Directors shall have theretofore made such appointments. Each Inspector of Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of his ability. Such Inspectors of Votes, if any, shall take charge of the ballots, if any, at such meeting and, after the balloting thereat on any question, shall count the ballots cast thereon and shall make a report in writing to the secretary of such meeting of the results thereof. An Inspector of Votes need not be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes on any question other than a vote for or against his election to any position with the Corporation or on any other question in which he may be directly interested.

2.12.        Actions Without a Meeting. Except as prohibited or restricted by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of 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 outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereat were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed, and dated for the purposes of these Bylaws, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such electronic transmission. Any consent by means of electronic transmission shall be deemed to have been signed on the date on which it was transmitted. In the event that the Board shall have instructed the officers of the Corporation to solicit the vote or written consent of the stockholders of the Corporation, an electronic transmission of a stockholder's written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Corporation or to a person designed by the Secretary of the President. The Secretary of the President of the Corporation or a designee of the Secretary of the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records.

ARTICLE III

BOARD OF DIRECTORS

3.1.           Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which shall have and may exercise 'all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these Bylaws directed or required to be exercised or done by the stockholders.

3.2.           Number, Qualification, and Term of Office. The number of directors of the Corporation shall be fixed from time to time by resolution of the Board of Directors, but in no case shall the number of directors be less than one (1). Directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Sections 3.4 and 3.5, and each director elected shall hold office until the annual meeting next after his election and until his successor is duly elected and qualified, or until his death or retirement or until he resigns or is removed in the manner hereinafter provided. Directors shall be elected by a plurality of the votes of the stock present in person or represented by proxy and entitled to vote on the election of directors at any annual or special meeting of stockholders.

3.3.           Resignations. Any director may resign at any time by giving notice, in writing or by electronic transmission, of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Secretary. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4.           Removal of Directors. Any director may be removed, either with or without cause, at any time, by the affirmative vote of a majority in voting interest of the stockholders of record of the Corporation entitled to vote at an election of directors. Unless otherwise provided in the Certificate of Incorporation, such removal shall be by written ballot. The vacancy in the Board of Directors caused by any such removal shall be filled by the stockholders at such meeting or, if not so filled, by the Board of Directors as provided in Section 3.5.

3.5.           Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the annual meeting next after their election and until their successors are elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

4.1.           Place of Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

4.2.           Annual Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver by all of the directors.

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

4.4.           Special Meetings: Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or the Secretary on seventy-two (72) hours' notice to each director, either personally or by telephone or by mail, facsimile, electronic mail, or other form of electronic transmission; special meetings shall be called by the Chairman of the Board, the President, or the Secretary in like manner and on like notice on the written request of any director. Notice of any such meeting need not be given to any director, however, if waived by him in writing or by facsimile, electronic mail, or other form of electronic transmission, or if he shall be present at such meeting.

4.5.           Quorum and Manner of Acting. At all meetings of the Board of Directors, a majority of the directors at the time in office (but not less than one-third of the whole Board of Directors) shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation, or by any Voting Agreement to which the Company is bound. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

4.6.          Actions Without a Meeting. Unless prohibited or restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or the electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or the committee. Such filing shall be in paper form if the minutes of proceedings are maintained in paper form and shall be in electronic form if the minutes of proceedings are maintained in electronic form.

4.7.          Presence at Meeting by Means of Communications Equipment. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting conducted pursuant to this Section 4.7 shall constitute presence in person at such meeting.

4.8.           Remuneration. Unless otherwise expressly provided by resolution adopted by the Board of Directors, none of the directors shall, as such, receive any stated remuneration for his services; but the Board of Directors may at any time and from time to time by resolution provide that specified compensation shall be paid or provided to any director of the Corporation, either as his annual remuneration as such director or member of any committee of the Board of Directors or as remuneration for his attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the Corporation shall reimburse each director for any expenses paid by him on account of his attendance at any meeting. Nothing in this Section 4.8 shall be construed to preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

ARTICLE V

COMMITTEES OF DIRECTORS

5.1.          Executive Committee: How Constituted and Powers. The Board of Directors may in its discretion designate an Executive Committee consisting of one or more of the directors of the Corporation. Subject to the provisions of Section 141 of the Delaware General Corporation Law, the Certificate of Incorporation, and these Bylaws, the Executive Committee shall have and may exercise, when the Board of Directors is not in session, all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but the Executive Committee shall not have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee of directors, or to elect or approve officers of the Corporation. The Executive Committee shall have the power and authority to authorize the issuance of common stock and grant and authorize options and other rights with respect to such issuance. The Board of Directors shall have the power at any time, by resolution passed by a majority of the whole Board of Directors, to change the membership of the Executive Committee, to fill all vacancies in it, or to dissolve it, either with or without cause.

5.2.          Organization. The Chairman of the Executive Committee, to be selected by the Board of Directors, shall act as chairman at all meetings of the Executive Committee and the Secretary shall act as secretary thereof. In case of the absence from any meeting of the Executive Committee of the Chairman of the Executive Committee or the Secretary, the Executive Committee may appoint a chairman or secretary, as the case may be, of the meeting.

5.3.           Meetings. Regular meetings of the Executive Committee, of which no notice shall be necessary, may be held on such days and at such places, within or without the State of Delaware, as shall be fixed by resolution adopted by a majority of the Executive Committee and communicated in writing to all its members. Special meetings of the Executive Committee shall be held whenever called by the Chairman of the Executive Committee or a majority of the members of the Executive Committee then in office. Notice of each special meeting of the Executive Committee shall be given by mail, facsimile, electronic mail, or other form of electronic transmission or be delivered personally or by telephone to each member of the Executive Committee not later than the day before the day on which such meeting is to be held. Notice of any such meeting need not be given to any member of the Executive Committee, however, if waived by him in writing or by facsimile, electronic mail, or other form of electronic transmission, or if he shall be present at such meeting; and any meeting of the Executive Committee shall be a legal meeting without any notice thereof having been given, if all the members of the Executive Committee shall be present thereat. Subject to the provisions of this Article V, the Executive Committee, by resolution adopted by a majority of the whole Executive Committee, shall fix its own rules of procedure.

5.4.           Quorum and Manner of Acting. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Executive Committee.

5.5.           Other Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more other committees consisting of one or more directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise, subject to the provisions of Section 141 of the Delaware General Corporation Law, and the Certificate of Incorporation and these Bylaws, the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time.

5.6.          Alternate Members of Committees. The Board of Directors may designate one or more directors as alternate members of the Executive Committee or any other committee, who may replace any absent or disqualified member at any meeting of the committee, or if none be so appointed, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

5.7.           Minutes of Committees. Each committee shall keep regular minutes of its meetings and proceedings and report the same to the Board of Directors at the next meeting thereof.

ARTICLE VI

NOTICES

6.1.          Type of Notice. Whenever, under the provisions of any applicable statute, the Certificate of Incorporation, or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail (postage prepaid), or by facsimile, electronic mail, or other means of electronic transmission (if the director or stockholder so consents, as necessary, in accordance with the Delaware General Corporation Law), addressed or transmitted to such director or stockholder at such address, or in accordance with such form of electronic transmission specified by the director or stockholder for that purpose, as appears on the books and records of the Corporation. Any such notice to be given by mail shall be deemed to be given at the time when the same shall be deposited, postage prepaid, in the United States mail. Any notice to be given by facsimile, electronic mail, or other means of electronic transmission shall be deemed to be given, with respect to a stockholder, at the time specified in Section 2.5 of these Bylaws and, with respect to a director, at the time when first transmitted by the method of communication permitted by Article IV of these Bylaws. Nothing in this Section 6.1 limits any manner of notice permitted by Article IV of the Bylaws.

6.2.          Waiver of Notice. Whenever any notice is required to be given under the provisions of any applicable statute, the Certificate of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto, and transmission of a waiver of notice by a director or stockholder by mail, facsimile, electronic mail, or other form of electronic transmission may also constitute such a waiver.

6.3.          When Notice Unnecessary. Whenever, under the provisions of the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws, any notice is required to be given to any stockholder, such notice need not be given to the stockholder if:

(a)            notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or

(b)            all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12-month period, have been mailed to that person, addressed at his address as shown on the records of the Corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given. If such a person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated. The preceding provisions of this Section 6.3 shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

ARTICLE VII

OFFICERS

7.1.           General. The elected officers of the Corporation shall be a President and a Secretary. The Board of Directors may also elect or appoint a Chairman of the Board, Vice Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers, and such other officers and agents as may be deemed necessary or advisable from time to time, all of whom shall also be officers. Two or more offices may be held by the same person.

7.2.           Election or Appointment. The Board of Directors at its annual meeting shall elect or appoint, as the case may be, the officers to fill the positions designated in or pursuant to Section 7.1. Officers of the Corporation may also be elected or appointed, as the case may be, at any other time.

7.3.           Salaries of Elected Officers. The salaries of all elected officers of the Corporation shall be fixed by the Board of Directors.

7.4.           Term. Each officer of the Corporation shall hold his office until his successor is duly elected or appointed and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors or the Executive Committee may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled by the Board of Directors or the appropriate committee thereof.

7.5.           Chairman of the Board: Vice Chairman of the Board. The Chairman of the Board, if one be elected, shall be the chief executive officer of the Corporation (unless a named Chief Executive Officer shall otherwise be elected) and shall preside when present at all meetings of the Board of Directors and, with the approval of the President, may preside at meetings of the stockholders. He shall advise and counsel the President and other officers of the Corporation, and shall exercise such powers and perform such duties as shall be assigned to or required of him from time to time by the Board of Directors. A Vice Chairman of the Board, if one be elected, shall, in the absence of the Chairman of the Board, preside at all meetings of the Board of Directors and otherwise perform the duties of the Chairman of the Board.

7.6.           President. In the absence of a Chairman of the Board, the President shall be the ranking and chief executive officer of the Corporation and shall have the duties and responsibilities, and the authority and power, of the Chairman of the Board. The President shall be the chief operating officer of the Corporation and, subject to the provisions of these Bylaws, shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business. He shall preside, when present, at all meetings of stockholders, except when the Chairman of the Board presides with the approval of the President and as may otherwise be provided by statute, and, in the absence of any other person designated thereto by these Bylaws, at all meetings of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors and the stockholders are carried into effect. He shall have general authority to execute bonds, deeds, and contracts in the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of these Bylaws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the President; and, in general, to exercise all the powers and authority usually appertaining to the chief operating officer of a corporation, except as otherwise provided in these Bylaws.

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

7.8.           Assistant Vice Presidents. In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President (or in the event there shall be more than one, the Assistant Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of that Vice President, and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Vice President under whose supervision he is appointed may from time to time prescribe.

7.9.           Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers, and records of the Corporation, except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.

7.10.         Assistant Secretaries. In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary (or, if there shall be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Secretary may from time to time prescribe.

7.11.         Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall be under the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance.

7.12.        Assistant Treasurers. The Assistant Treasurer or Assistant Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer (or in the event there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Treasurer may from time to time prescribe.

7.13.         Controller. The Controller, if one is appointed, shall have supervision of the accounting practices of the Corporation and shall prescribe the duties and powers of any other accounting personnel of the Corporation. He shall cause to be maintained an adequate system of financial control through a program of budgets and interpretive reports. He shall initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with the maximum efficiency and economy. If required, he shall prepare a monthly report covering the operating results of the Corporation. The Controller shall be under the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance.

7.14.        Assistant Controllers. The Assistant Controller or Assistant Controllers shall assist the Controller, and in the absence of the Controller or in the event of his inability or refusal to act, the Assistant Controller (or, if there shall be more than one, the Assistant Controllers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Controller and perform such other duties and have such other powers as the Board of Directors, the President, or the Controller may from time to time prescribe.

ARTICLE VIII

INDEMNIFICATION

8.1.            Actions Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (collectively in this Article VIII, a "Proceeding") other than a Proceeding by or in the right of the Corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including an employee benefit plan or trust (each such person in this Article VIII, a "Corporate Functionary"), against expenses (including attorneys' fees),judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding, if he 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 Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, or 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 believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that he had reasonable cause to believe that his conduct was unlawful.

8.2.           Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or involved in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Corporate Functionary against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such Proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

8.3.           Determination of Right to Indemnification. Any indemnification under Section 8.1 or Section 8.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Corporate Functionary is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2. Such determination shall be made (i) by the Board of Directors by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders.

8.4.           Right to Indemnification. Notwithstanding the other provisions of this Article VIII, to the extent that a Corporate Functionary has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 8.1 or Section 8.2 (including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without admission of liability), or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

8.5.           Prepaid Expenses. Expenses incurred by a Corporate Functionary in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the Corporate Functionary to repay such amount if it shall ultimately be determined he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

8.6.           Right to Indemnification upon Application: Procedure upon Application. Any indemnification of a Corporate Functionary under Section 8.2, Section 8.3 and Section 8.4, or any advance under Section 8.5, shall be made promptly upon, and in any event within 60 days after, the written request of the Corporate Functionary, unless with respect to applications under Section 8.2, Section 8.3, or Section 8.5, a determination is reasonably and promptly made by the Board of Directors by majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, that such Corporate Functionary acted in a manner set forth in such Sections as to justify the Corporation in not indemnifying or making an advance of expenses to the Corporate Functionary. If there are no directors who are not parties to such Proceeding, the Board of Directors shall promptly direct that independent legal counsel shall decide whether the Corporate Functionary acted in a manner set forth in such Sections as to justify the Corporation's not indemnifying or making an advance of expenses to the Corporate Functionary. The right to indemnification or advance of expenses granted by this Article VIII shall be enforceable by the Corporate Functionary in any court of competent jurisdiction if the Board of Directors or independent legal counsel denies his claim, in whole or in part, or if no disposition of such claim is made within 60 days. The expenses of the Corporate Functionary incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

8.7.           Other Rights and Remedies. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under the Bylaws, or any 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 such position or office, and shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Corporate Functionary and shall inure to the benefit of the heirs, executors, and administrators of such a person. Any repeal or modification of these Bylaws or relevant provisions of the Delaware General Corporation Law and other applicable law, if any, shall not affect any then-existing rights of a Corporate Functionary to indemnification or advancement of expenses.

8.8.           Insurance. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Corporate Functionary against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VIII or the Delaware General Corporation Law.

8.9.           Mergers. For purposes of this Article VIII, references to the "Corporation" shall include, in addition to the resulting or surviving corporation, constituent corporations (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, 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 (including an employee benefit plan or trust) shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

8.10.        Savings Provision. If this Article VIII or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each Corporate Functionary as to expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any Proceeding, including a grand jury proceeding or action or suit brought by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article VIII that shall not have been invalidated.

ARTICLE IX

STOCK CERTIFICATES AND NOTICES; UNCERTIFICATED STOCK

9.1.          Stock Certificates: Uncertificated Stock. The shares of the corporation may be certificated or uncertificated, as provided under Delaware law, and shall be entered in the books of the corporation and recorded as they are issued. Any duly appointed officer of the corporation is authorized to sign share certificates. Any or all of the signatures on any certificate may be a facsimile or electronic signature. In case any officer, transfer agent or registrar who has signed or whose facsimile or electronic signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.