This Shareholder Agreement ("Agreement") is entered into on June 4, 2025 among TechCorp Industries Inc., a Delaware corporation (the "Company"), and the shareholders listed on Schedule A attached hereto (individually a "Shareholder" and collectively the "Shareholders").

1. DEFINITIONS AND INTERPRETATION

1.1 Board: The board of directors of the Company.

1.2 Common Shares: The common shares in the capital of the Company.

1.3 Majority Shareholders: Shareholders holding more than 50% of the issued and outstanding shares.

1.4 Minority Shareholders: Shareholders holding 50% or less of the issued and outstanding shares.

1.5 Shares: All shares of any class in the capital of the Company held by the Shareholders.

2. BOARD OF DIRECTORS

2.1 Board Composition: The Board shall consist of 7 directors.

2.2 Board Appointment:

a) Majority Shareholders shall have the right to nominate 4 director(s);

b) Minority Shareholders shall have the right to nominate 2 director(s);

c) 1 independent director mutually agreed upon;

2.3 Board Meetings: Board meetings shall be held at least quarterly with 10 days written notice.

2.4 Quorum: A quorum for Board meetings shall be majority of directors.

3. VOTING RIGHTS AND PROCEDURES

3.1 Voting Rights: Each Shareholder shall have voting rights proportionate to their shareholding percentage.

3.2 Supermajority Matters: The following matters require approval by 75% of shareholders:

a) Amendment of Articles of Incorporation or Bylaws;

b) Issuance of new shares or securities;

c) Sale of substantially all company assets;

d) Merger, consolidation, or liquidation;

e) Changes to the nature of the business;

f) Declaration of dividends exceeding $500,000;

g) Major capital expenditures exceeding $1,000,000;

3.3 Shareholder Meetings: Annual shareholder meetings shall be held within 120 days of fiscal year-end.

4. TRANSFER RESTRICTIONS

4.1 General Restriction: No Shareholder may transfer shares without compliance with this Agreement.

4.2 Right of First Refusal: Before transferring shares to a third party, the transferring Shareholder must:

a) Provide written notice to the Company and other Shareholders;

b) Include transfer price and terms;

c) Allow 30 days for other Shareholders to exercise their right of first refusal;

4.3 Tag-Along Rights: If Majority Shareholders propose to sell shares to a third party, Minority Shareholders have the right to participate pro rata in such sale.

4.4 Drag-Along Rights: If Majority Shareholders receive a bona fide offer to purchase more than 50% of Company shares, they may require Minority Shareholders to participate in the sale.

5. ANTI-DILUTION PROTECTION

5.1 Preemptive Rights: Shareholders have preemptive rights to maintain their proportionate ownership in future equity issuances.

5.2 Anti-Dilution Adjustments: In case of stock splits, stock dividends, or recapitalizations, share rights shall be adjusted proportionately.

5.3 Exceptions: Preemptive rights do not apply to:

a) Employee stock option plans;

b) Shares issued in connection with acquisitions;

c) Shares issued to strategic partners or advisors;

6. INFORMATION RIGHTS

6.1 Financial Information: The Company shall provide Shareholders with:

a) Annual audited financial statements within 90 days of fiscal year-end;

b) Quarterly unaudited financial statements within 45 days of quarter-end;

c) Monthly management reports;

d) Annual operating plans and budgets;

6.2 Inspection Rights: Shareholders may inspect Company books and records upon reasonable notice during business hours.

6.3 Meeting Participation: Shareholders have the right to attend Board meetings as observers (without voting rights).

7. MANAGEMENT AND OPERATIONS

7.1 Management Structure: The Company shall be managed by the Board and executive management appointed by the Board.

7.2 Key Personnel: The following positions require Board approval:

a) Chief Executive Officer;

b) Chief Financial Officer;

c) Chief Technology Officer, Chief Operations Officer;

7.3 Compensation: Executive compensation packages exceeding $250,000 require Board approval.

8. RESTRICTIONS ON SHAREHOLDERS

8.1 Non-Compete: Shareholders holding more than 10% shall not engage in competing businesses during their shareholding period and for 2 years thereafter.

8.2 Confidentiality: Shareholders shall maintain confidentiality of Company proprietary information.

8.3 Non-Solicitation: Shareholders shall not solicit Company employees, customers, or suppliers for competing purposes.

9. DISPUTE RESOLUTION

9.1 Mediation: Disputes shall first be submitted to mediation with a mutually agreed mediator.

9.2 Arbitration: If mediation fails, disputes shall be resolved through binding arbitration under American Arbitration Association Commercial Rules.

9.3 Jurisdiction: Any legal proceedings shall be conducted in Delaware.

10. DEADLOCK RESOLUTION

10.1 Deadlock Definition: A deadlock occurs when the Board or Shareholders cannot reach required decisions for 60 days.

10.2 Resolution Mechanism: In case of deadlock:

a) The matter shall be referred to mediation;

b) If mediation fails, any Shareholder may initiate a buy-sell procedure;

c) Appointment of independent third-party arbitrator;

11. BUY-SELL PROVISIONS

11.1 Triggering Events: Buy-sell provisions may be triggered by:

a) Death or incapacity of a Shareholder;

b) Bankruptcy or insolvency;

c) Breach of this Agreement;

d) Deadlock situations;

e) Voluntary resignation from active employment;

11.2 Valuation Method: Share value shall be determined by independent third-party appraisal.

11.3 Payment Terms: Purchase price shall be paid 30% upon closing, remainder over 24 months.

12. AMENDMENTS AND TERMINATION

12.1 Amendments: This Agreement may be amended only by written consent of 75% of Shareholders.

12.2 Termination: This Agreement shall terminate upon:

a) Written consent of all Shareholders;

b) Sale of substantially all Company assets;

c) Merger or consolidation resulting in change of control;

d) Initial public offering of Company shares;

13. MISCELLANEOUS

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

13.2 Entire Agreement: This Agreement constitutes the entire agreement among the parties.

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

13.4 Binding Effect: This Agreement shall be binding upon successors and permitted assigns.

13.5 Notices: All notices shall be in writing and delivered to the addresses specified in Schedule A.