This Subscription Agreement ("Agreement") is entered into on June 4, 2025 between TechCorp Inc., a Delaware corporation ("Company"), and Alexander Johnson ("Subscriber").

1. SUBSCRIPTION

1.1 Subscription Offer: Subscriber hereby irrevocably subscribes for and agrees to purchase 50,000 shares of Series A Preferred Stock of the Company (the "Securities") for a total subscription price of $500,000 (the "Subscription Amount").

1.2 Price Per Security: The price per Security is $10.00.

1.3 Payment: Subscriber agrees to pay the Subscription Amount by wire transfer to the Company's designated account upon execution of this Agreement.

1.4 Acceptance: This subscription is subject to acceptance by the Company in its sole discretion. The Company may reject this subscription for any reason whatsoever.

2. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

2.1 Accredited Investor Status: Subscriber represents that Subscriber is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act").

2.2 Investment Experience: Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities.

2.3 Financial Condition: Subscriber has adequate means of providing for Subscriber's current financial needs and personal contingencies and has no present need for liquidity in this investment.

2.4 Investment Purpose: Subscriber is acquiring the Securities for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.

2.5 Restricted Securities: Subscriber understands that the Securities have not been registered under the Securities Act and are "restricted securities" under federal securities laws.

2.6 Risk Acknowledgment: Subscriber acknowledges that an investment in the Securities involves substantial risks and that Subscriber can afford to lose the entire investment.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1 Corporate Existence: The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware.

3.2 Corporate Power: The Company has full corporate power and authority to execute this Agreement and issue the Securities.

3.3 Authorization: The execution and delivery of this Agreement and the issuance of the Securities have been duly authorized by all necessary corporate action.

3.4 Valid Issuance: When issued in accordance with this Agreement, the Securities will be validly issued, fully paid, and non-assessable.

4. RISK FACTORS

Subscriber acknowledges that Subscriber has been informed of and understands the following risk factors:

4.1 Speculative Investment: An investment in the Securities is highly speculative and involves substantial risks.

4.2 No Public Market: There is no public market for the Securities, and none is expected to develop.

4.3 Illiquidity: The Securities are subject to substantial restrictions on transfer and may not be readily marketable.

4.4 Dilution: Subscriber's ownership percentage may be diluted by future issuances of securities by the Company.

4.5 Business Risks: The Company faces significant business risks including market competition, regulatory changes, and technology risks.

5. TRANSFER RESTRICTIONS

5.1 Securities Law Restrictions: The Securities may not be sold, transferred, or otherwise disposed of unless:

a) They are registered under the Securities Act; or

b) An exemption from registration is available; or

c) The Company receives an opinion of counsel that registration is not required.

5.2 Company Restrictions: The Securities are subject to additional transfer restrictions set forth in the Company's Certificate of Incorporation and Bylaws.

5.3 Legend: All certificates representing the Securities shall bear a restrictive legend.

6. CONDITIONS TO CLOSING

6.1 Company Conditions: The Company's obligation to accept this subscription is subject to:

a) Receipt of the fully executed Agreement;

b) Receipt of payment of the Subscription Amount;

c) Verification of Subscriber's accredited investor status;

d) Completion of background check and compliance verification;

6.2 Minimum Offering: This offering is subject to the Company raising a minimum of $2,000,000 by September 30, 2025.

7. INVESTOR SUITABILITY

7.1 Income/Net Worth Requirements: To qualify as an accredited investor, Subscriber must meet one of the following criteria:

a) Individual income exceeding $200,000 (or $300,000 joint income) in each of the two most recent years;

b) Net worth exceeding $1,000,000 (excluding primary residence); or

c) Other qualifications as defined in Rule 501(a) of Regulation D.

7.2 Sophistication: Subscriber has sufficient knowledge and experience in financial matters to evaluate the investment.

8. INFORMATION RIGHTS

Subject to applicable securities laws, the Company agrees to provide Subscriber with:

a) Annual financial statements;

b) Quarterly business updates and investor reports;

c) Notice of material developments affecting the Company;

9. USE OF PROCEEDS

The Company intends to use the proceeds from this offering for:

Research and development (40%), marketing and sales expansion (30%), working capital (20%), and general corporate purposes (10%)

10. INDEMNIFICATION

10.1 Subscriber Indemnification: Subscriber agrees to indemnify the Company against any losses arising from any misrepresentation or breach of warranty by Subscriber.

10.2 Company Indemnification: The Company agrees to indemnify Subscriber against losses arising from material misrepresentations in the offering materials, subject to applicable limitations.

11. MISCELLANEOUS

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

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

11.3 Binding Effect: This Agreement shall be binding upon the parties and their successors and assigns.

11.4 Counterparts: This Agreement may be executed in counterparts, including by electronic signature.

11.5 Notices: All notices shall be sent to the addresses set forth in the signature blocks below.