This Equity Purchase Agreement ("Agreement") is entered into on June 4, 2025 ("Effective Date") by and between Buyer Company LLC, a Delaware limited liability company ("Buyer"), and John Doe and Jane Smith ("Seller"), regarding the purchase and sale of shares in Target Company Name, a Delaware corporation ("Company").

1. PURCHASE AND SALE OF SHARES

1.1 Sale of Shares: Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase from Seller, 100,000 shares of Common stock of the Company (the "Shares"), representing 25% of the outstanding shares of the Company.

1.2 Purchase Price: The total purchase price for the Shares shall be One Million dollars ($1,000,000) (the "Purchase Price"), payable as set forth in Section 2 below.

1.3 Price Per Share: The price per share is $10.00.

2. PURCHASE PRICE AND PAYMENT

2.1 Payment Method: The Purchase Price shall be paid by Buyer to Seller at Closing by wire transfer to accounts designated by Seller.

2.2 Escrow: 200,000 dollars ($200,000) of the Purchase Price shall be deposited into escrow with First National Escrow Services for a period of 18 months to secure Seller's representations, warranties, and indemnification obligations.

2.3 Adjustments: The Purchase Price shall be adjusted at Closing for working capital adjustments, outstanding debt, and cash on hand.

3. CLOSING

3.1 Closing Date: The closing of the transaction contemplated by this Agreement ("Closing") shall take place on July 15, 2025, or such other date as the parties may mutually agree in writing.

3.2 Closing Location: The Closing shall take place at the offices of Legal Counsel LLP, 123 Main Street, New York, NY, or electronically by exchange of documents and signatures.

3.3 Deliveries at Closing:

Seller shall deliver:

a) Stock certificates representing the Shares, duly endorsed for transfer;

b) Stock transfer forms and resolutions;

c) Resignations of directors and officers (if applicable);

d) Secretary's certificate;

e) Financial statements, customer contracts, and IP assignments;

Buyer shall deliver:

a) The Purchase Price by wire transfer;

b) Employment agreements for key personnel;

4. CONDITIONS PRECEDENT

4.1 Conditions to Buyer's Obligations:

a) Completion of satisfactory due diligence review;

b) No material adverse change in the Company's condition;

c) Accuracy of Seller's representations and warranties;

d) Compliance with all covenants by Seller;

e) Delivery of required third-party consents;

f) Receipt of key customer contract renewals;

4.2 Conditions to Seller's Obligations:

a) Accuracy of Buyer's representations and warranties;

b) Compliance with all covenants by Buyer;

c) Receipt of required regulatory approvals;

d) Confirmation of financing arrangements;

5. REPRESENTATIONS AND WARRANTIES OF SELLER

5.1 Authority: Seller has full power and authority to enter into this Agreement and consummate the transactions contemplated herein.

5.2 Title to Shares: Seller has good and marketable title to the Shares, free and clear of all liens, encumbrances, and restrictions.

5.3 Company Representations: To Seller's knowledge:

a) The Company is duly organized and validly existing;

b) Financial statements are true and accurate;

c) No material adverse changes since December 31, 2024;

d) All tax returns filed and taxes paid;

e) No material litigation pending or threatened;

f) Compliance with all applicable laws;

g) All intellectual property properly owned or licensed;

6. REPRESENTATIONS AND WARRANTIES OF BUYER

6.1 Authority: Buyer has full corporate power and authority to enter into this Agreement.

6.2 Financial Capacity: Buyer has sufficient funds to complete the transaction.

6.3 Investment Purpose: Buyer is acquiring the Shares for investment purposes and not with a view to distribution.

6.4 Accredited Investor: Buyer is an accredited investor as defined in Rule 501 of Regulation D.

7. COVENANTS

7.1 Pre-Closing Covenants: Between the date hereof and Closing:

a) Seller shall operate the Company in the ordinary course of business;

b) Seller shall provide Buyer reasonable access for due diligence;

c) Seller shall not dispose of material Company assets;

d) Seller shall maintain Company insurance;

e) Maintain key employee relationships;

7.2 Post-Closing Covenants:

a) Seller shall cooperate in the transition;

b) Seller shall not compete with the Company for 3 years;

c) Seller shall maintain confidentiality;

d) Provide consulting services for 6 months;

8. INDEMNIFICATION

8.1 Seller Indemnification: Seller agrees to indemnify Buyer against losses arising from:

a) Breach of Seller's representations, warranties, or covenants;

b) Pre-Closing liabilities and obligations;

c) Taxes relating to pre-Closing periods;

d) Environmental liabilities and product warranty claims;

8.2 Buyer Indemnification: Buyer agrees to indemnify Seller against losses arising from:

a) Breach of Buyer's representations, warranties, or covenants;

b) Post-Closing operations of the Company;

8.3 Limitations:

a) Survival period: 18 months;

b) Minimum claim threshold: $10,000;

c) Maximum liability cap: $500,000;

9. TERMINATION

9.1 Termination Rights: This Agreement may be terminated:

a) By mutual written consent;

b) By either party if Closing has not occurred by September 30, 2025;

c) By either party for material breach that remains uncured for 30 days;

d) By Buyer if conditions precedent are not satisfied;

10. MISCELLANEOUS

10.1 Governing Law: This Agreement shall be governed by the laws of Delaware.

10.2 Dispute Resolution: Disputes shall be resolved through binding arbitration in New York, New York.

10.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties.

10.4 Assignment: This Agreement may not be assigned without prior written consent.

10.5 Severability: Invalid provisions shall not affect the remainder of this Agreement.