Official Share Purchase Agreement

Share Purchase Agreement

This Share Purchase Agreement is made on this day of March, 2025 ("Effective Date"),

By And Amongst

______________, a company incorporated under the laws of ___________ and having its registered office at _____________ (hereinafter referred to as "Company", which expression shall, unless the context otherwise requires, be deemed to mean and include its successors and permitted assigns) of the FIRST PART;

And

Mehran________________, an individual residing at ______________ (hereinafter referred as “Purchaser” which expression shall, unless the context otherwise requires, be deemed to mean and include its successors and permitted assigns) of the SECOND PART;

And

Michael______________, an individual residing at ______________ and _________________________, an individual residing at _______________(hereinafter referred to individually as "Seller", which expression shall, unless the context otherwise requires, be deemed to mean and include their successors and permitted assigns) of the THIRD PART.

The Company, the Purchaser, and the Sellers are individually referred to as a "Party" and collectively referred to as "Parties".

Whereas:

The Company is in the business of Business systems consultancy, Automation, AI, Web Development, Custom App Development, Digital Marketing Services and Coaching and Education among others.

The Seller is the current owner of 100% of the issued shares in the Company and wishes to sell 47.5% shares of the Company to the Purchaser in exchange for an agreed-upon consideration so as to make the Seller and Purchaser co-owners of the Company.

The Purchaser has expressed interest in acquiring these Shares to become a member in the Company and participate in its future growth and profitability.

The Parties intend to set forth their respective rights, obligations, and restrictions in this Agreement to ensure transparency and compliance with applicable laws and regulations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Purchase And Sale Of Shares

1.1 The Seller hereby agrees to sell, assign, and transfer to the Purchaser, and the Purchaser agrees to purchase, acquire, and accept from the Seller, all rights, title, and interest in and to 47.5% of the issued shares in the Company (the "Shares").

1.2 The Shares shall be sold free and clear of all liens, encumbrances, pledges, security interests, or any other restrictions, except as otherwise set forth in this Agreement.

1.3 The Seller represents and warrants that they are the sole legal and beneficial owner of the Shares and have full authority to transfer them to the Purchaser.

1.4 The Purchaser acknowledges that they are acquiring the Shares with the intention of obtaining ownership of the company, contributing to its growth, and actively working for and within the company, rather than reselling or distributing them in violation of applicable securities laws.

1.5 The transfer of the Shares shall be deemed effective upon receipt of the initial payment of $20,000 by the Seller and execution of all necessary transfer documents, including stock transfer forms and any required corporate resolutions.

2. Payment Terms

2.1 The total purchase price for the shares shall be $31,250 (Purchase price), structured as follows;

2.1.1 $20,000 shall be paid upfront by the Purchaser at the time of signing this agreement; and

2.1.2 The remaining $11,250 shall be treated as a Deferred Balance, to be recovered through deductions from the Purchaser’s future share of company profits.

2.2 The Deferred Balance of $11,250 shall be deducted from any profits distributed to the Purchaser until fully recovered. If the full amount is not recovered within six (6) months from the Effective Date, the Purchaser shall be obligated to pay the outstanding balance in cash to the Seller immediately upon expiry of the 6-month period.

2.3 If, at any point during this 6-month period, the Company requires operational funding and lacks sufficient internal cash flow, the Purchaser shall provide the required funds as an interim contribution. Such contribution may, at the discretion of both Parties, be treated as:

2.3.1 a temporary working capital loan repayable by the Company, or

2.3.2 an additional capital contribution convertible into equity or profit interest, upon mutual written agreement.

2.4 Notwithstanding the deferred nature of a portion of the Purchase Price, ownership rights and operational access shall become effective upon completion of the initial $20,000 payment, and the Purchaser shall be deemed a Co-Owner from that point forward.

3. Delivery Of Share Certificates

3.1 Upon receiving the full Purchase Price from the Purchaser, the Seller and Company agree to undertake the following actions to facilitate the transfer of ownership of the Shares to the Purchaser:

3.1.1 Hand over duly executed membership forms, if any, correctly completed and signed by the Seller and Company, to formally transfer the ownership of the Shares to the Purchaser.

3.1.2 Ensure that all necessary corporate approvals, resolutions, or authorizations required by the Company’s internal rules, applicable laws, or any regulatory authorities are prepared and delivered to support the validity of the transfer.

3.1.3 The Company shall record the transfer in its official share register, ensuring that the Purchaser is accurately listed as the new member with all associated rights and privileges.

3.1.4 The Company shall update its internal systems and records to ensure the Purchaser’s status as the legal and rightful owner of the Shares is fully and correctly reflected.

3.1.5 Upon completion of the above actions, the Purchaser shall be fully recognized and recorded as a Co-Owner of the Company, in accordance with Clause 6.4.

4. Representations And Warranties Of The Seller

4.1 The Seller affirms that they possess full legal authority to sell and transfer ownership of the Shares as stated in the Agreement. They are authorized under applicable laws, regulations, or corporate policies to complete the transfer. Furthermore, unless explicitly mentioned elsewhere in the Agreement, the Seller does not require consent or approval from any third party, such as shareholders, governing bodies, or regulatory agencies, to proceed with the transaction.

4.2 The Seller guarantees that the Shares being transferred meet all legal and corporate requirements. Specifically:

4.2.1 The Shares are duly authorized, they have been approved for issuance under the Company’s articles of incorporation or similar governing documents.

4.2.2 The Shares are validly issued, they are legally issued in compliance with applicable laws, regulations, and procedures.

4.2.3 The Shares are non-assessable, which ensures the Purchaser will not be subject to future financial obligations, such as additional payments or contributions, for the purchased Shares.

4.3 The Seller assures that the Shares are free from any claims, liens, encumbrances, or legal disputes that could undermine the Purchaser’s rights to ownership. In other words, there are no external parties or conditions that could challenge or obstruct the Purchaser's full, unhindered ownership of the Shares upon completion of the transaction.

4.4 The Seller certifies that the sale and transfer of Shares do not breach any legal, regulatory, or contractual obligations. This includes:

4.4.1 Compliance with applicable laws governing the transfer of Shares.

4.4.2 Adherence to any corporate agreements, such as bylaws, shareholder agreements, or governance policies, that may regulate the transfer.

4.4.3 Ensuring no conflicts arise with existing contracts, obligations, or commitments of the Seller.

5. Representations And Warranties Of The Purchaser

5.1 The Purchaser represents and warrants that they have the legal capacity to enter into this Agreement under all applicable laws.

5.2 The Purchaser confirms that they have carried out an independent evaluation of the Company and its circumstances. This "due diligence" includes reviewing the Company's financial standing, business operations, and any associated risks. By agreeing to purchase the Shares, the Purchaser acknowledges and accepts the Shares on an "as-is" basis. No further guarantees, representations, or assurances are provided by the Seller beyond those expressly stated in this Agreement.

5.3 The Purchaser understands and agrees that the Shares being transferred may be subject to specific transfer restrictions outlined within the Agreement or under applicable laws. These restrictions could include limitations on resale, compliance with shareholder agreements, or adherence to legal and regulatory frameworks that govern the transfer or disposition of the Shares.

5.4 The Purchaser represents that they have the financial capability to proceed with the purchase and assume the associated risks of the investment. This includes recognizing and accepting that the Shares are a financial investment with inherent risks, such as market fluctuations or business challenges. The Purchaser explicitly acknowledges that no guarantees, commitments, or assurances have been made by the Seller regarding the future financial performance or potential returns of the Shares. This statement underscores the Purchaser’s awareness and acceptance of these risks.

6. Closing

6.1 The closing of the transaction shall occur concurrently with the execution of this Agreement and the receipt of the initial payment of $20,000 by the Seller.

6.2 At the time of closing, the following steps must be taken to finalize the transfer:

6.2.1 The Seller shall sign and deliver all necessary documents required to transfer ownership of the Shares to the Purchaser.

6.2.2 The Company shall update its records to formally reflect the Purchaser as the new legal owner of 47.5% of the Shares, with full rights and access effective from the date of the initial payment.

6.3 The Deferred Balance described in Clause 2 shall not affect the Purchaser’s status as a Co-Owner but shall remain payable as per the terms stated therein.

6.4 Co-ownership and Terminology Transition

6.4.1 Upon execution of this Agreement and completion of the full purchase price payment by the purchaser, both parties shall be deemed equal Co-Owners of the Company, each holding 47.5% of the issued share capital. The remaining 5% equity shall be reserved for the current long term employees or future team members, and may only be issued or transferred upon the mutual written consent of both Co-Owners.

6.4.2 Each Co-owner may adopt an executive title for public or internal use, provided that it does not imply or control authority over the other Co-owner.

6.4.3 Each Co-owner may adopt an executive title for public or internal use, provided that it does not imply or control authority over the other co-owner. Use of any such title for external purposes by the Purchaser, including on marketing material, public platforms, or formal communications, shall require mutual written approval

6.5 Work Contribution and leave

6.5.1 For the first 18 months from the Effective Date, each Party agrees to contribute a minimum of twenty (20) hours per week to Company operations, strategy, or development. This commitment reflects the shared responsibility for the Company’s success and shall include active involvement in core business functions or strategic growth activities.

6.5.2 During this time, each Party shall actively track their time contributions and may be accountable for maintaining accurate records of their involvement. Reviews shall be conducted only when called for and shall be carried out jointly in the presence of both parties to ensure transparency and fairness in evaluating contributions.

6.5.3 The Parties may take unlimited paid leave, provided that reasonable advance notice is given to the other Party and that such leave does not materially disrupt ongoing Company operations.

6.5.4 Any absence or unavailability exceeding four (4) consecutive weeks shall trigger a joint review of the Party’s ongoing role, contributions, and entitlements. Any consequences or adjustments to equity, profit distribution, or responsibilities must be mutually agreed in writing by both Purchaser and Seller.

6.6 Transparency and Access

6.6.1 Each Party shall be granted full administrative access to all Company records, accounts, digital platforms, internal systems, and communication channels within ninety (90) days from the Effective Date. This includes but is not limited to accounting software, CRM systems, email domains, cloud storage, operational dashboards, and corporate filings.

6.6.2 Within thirty (30) days from the Effective Date, the Company (led by the Seller or existing management, if applicable) shall provide to both Parties a complete and updated inventory of the Company’s assets, liabilities, employees/contractors, contracts, intellectual property, pending obligations, and any other material matters affecting the business.

6.6.3 The information and access described in this clause shall be provided in good faith and in full transparency, to support joint decision-making, governance, and fiduciary responsibilities of both Purchaser and Seller.

6.7 Voting rights and Governance

6.7.1 From the Effective date, both Parties shall retain equal voting rights in all material decisions concerning the Company. Any such decisions shall require the mutual written consent of both Parties prior to implementation. Material decisions subject to this requirement include, but are not limited to:

i. Approval of financial transactions, including capital expenditures exceeding $1,000

ii. Hiring, termination, or engagement of employees, contractors, or consultants.

iii. Dividend declarations and distributions

iv. Issuance, dilution, or transfer of shares

v. Entry into debt financing, loans, or credit agreement

vi. Sale, merger, acquisition, or restructuring of the Company

6.7.2 This clause supersedes and overrides any conflicting provisions within this Agreement relating to governance, voting rights, or decision-making authority. No unilateral decision-making shall be permitted in respect of the aforementioned matters, and any deviation from these requirements shall be deemed null and void unless expressly agreed in writing by both Parties.

7. Profit Distribution

7.1The Parties agree that profit distributions from the Company will follow the following mutually agreed structure:.

Each Party shall be allocated profits as under:

7.1.1 46% to Seller

7.1.2 46% to Purchaser

7.1.3 8% allocated to an employee pool, to be contributed among current long term employees and/or future team members, as already agreed by both Parties. This may be distributed as below, unless agreed otherwise by both Parties in writing:

Naman Modi 3%

Harmanpreet Singh 2%

Mahdi Badjelmane 2%

Sai Behera 1%

7.2 No changes to the profit distribution structure may be made without the mutual written consent of both the parties. Any change must be documented and signed by both parties and attached as an amendment to this Agreement.

7.3 The agreed-upon profit structure shall be recorded in the Company’s internal records and shall remain binding unless formally amended.

7.4 Flexible Compensation Options

7.4.1 Each Party may elect to receive a portion of their profit share through alternative, legally permissible structures, including but not limited to:

i. Professional service invoices

ii. Licensing fees or royalties for intellectual property use.

iii. Other mutually agreed mechanisms that comply with applicable laws.

7.4.2 The Company shall recognize such arrangements as valid business expenses, provided they are supported by appropriate documentation and do not conflict with Company operations or legal obligations.

7.4.3 All such compensation structures shall require mutual awareness and good-faith disclosure between the Parties.

8.Operational Expenses:

8.1 The Company shall be responsible for all necessary and customary operational expenses required for its continued operation, including but not limited to financial obligations necessary for sustaining business activities. Such expenses shall be met using the Company’s revenue before any distribution of profits to the Partners.

8.2 The Seller shall be entitled to receive a salary of $6,500 per month for a period of four (4) months totalling $26,000, subject to the Company’s post-tax profitability during each applicable month. This amount shall be treated as a financial obligation of the Company, and any unpaid portion due to lack of profitability shall roll over to subsequent months. The total salary entitlement of $26,000 shall remain payable within a period of 6 months from the Effective date..

9. Restrictions On Transfer Of Shares

9.1 If Purchaser or Seller, voluntarily exits the Company by transferring, selling or otherwise disposing their Shares, the following payout structure shall apply based on the time elapsed since the Effective Date:

9.2 Exit provisions;

9.2.1 Voluntary Exit for Purchaser –

i. Exit during Year 1: The Purchaser shall not have the ability to sell in year 1 without prior consent of the Seller with terms to be suggested by the Seller if this should occur. Otherwise, the Purchaser has no right of sale in Year 1.

ii. Exit during Year 2:The Purchaser shall receive 80% of FMV.

iii. Exit during or after Year 3: The Purchaser shall receive 100% of FMV.

9.2.2 Exit for Seller during Year 1: If the Seller exits the Company by transferring, selling or otherwise disposing the shares during the first year from the Effective Date, the Seller shall receive 80% of the FMV of the shares. The remaining 20% shall be retained by the Purchaser/Company. Provided, however, that this restriction may be waived if both Parties mutually agree in writing that a sale at full FMV is in their best interest.

9.2.3 If Purchaser is asked to leave or is removed without material breach or misconduct or documented reason, at the sole discretion of the Company/Seller (“without cause”), that party shall be entitled to receive 100% of FMV, regardless of the timeline described above. For clarity ‘is asked to leave’ is not binding and no partner shall have the right to remove the other without cause.

9.2.4 If either Party exits the agreement, whether voluntarily or involuntarily, due to a material breach, misconduct, or violation of this Agreement, they will forfeit all rights to their Shares and any undistributed profits. The Company or remaining party may then redeem the Shares at either zero or a nominal value. Before taking any actions related to forfeiture, expulsion, or redemption, the Parties shall engage in an Internal Review Process, which includes:

(a) Providing written notice of the alleged breach, clearly detailing the nature of the breach or misconduct.

(b) Allowing a review and response period of [15/30] days for the accused party to present a response and any supporting evidence.

(c) Making good-faith efforts by both Parties to resolve the issue, which may include internal discussions or mediation if necessary.

(d) Taking into account the Purchaser's vesting terms and any specific conditions applicable to their ownership interests, such as family-related issues and vesting periods, during the review process.

(e) Expulsion or forfeiture shall only be considered as a last resort and only after both Parties have made sincere efforts to resolve the matter.

9.2.5 FMV shall be determined by mutual agreement. If there is a dispute, a neutral third-party valuation expert shall be jointly appointed. The resulting valuation shall be final and binding.

9.3 Upon the expiration of the two-year lock-in period, the Purchaser may transfer Shares, subject to the following restrictions:

9.3.1 The Non-transferring party shall have the right of first refusal to purchase the Shares. This right shall be exercised within 90 days of receiving the written notice of intent to sell, specifying the proposed sale price and terms.

9.3.2 Any sale of Shares must be pre-approved by the other party in writing.

9.3.3 Shares may not be sold to competitors of the Company. For the purpose of this clause, a competitor is defined as any entity that engages in a business similar to that of the Company, as determined by the Seller in its sole discretion.

9.4 In certain circumstances, the Company may repurchase Shares from Seller , including:

9.4.1 Mutual agreement for buyback due to unforeseen business changes or the Seller’s financial considerations. Such agreement shall be in writing and shall specify the terms and conditions of the buyback, including the price and any other relevant details.

9.4.2 Buyback during liquidation or winding-up of the Company, as per applicable laws. The buyback price shall be determined based on the prevailing market value or agreed-upon valuation at the time, taking into account the Company's financial situation and any other relevant factors.

9.4.3 The buyback price shall be determined based on the prevailing market value or agreed-upon valuation at the time. The Company shall provide the Seller with a written notice of its intention to repurchase the Shares, specifying the proposed buyback price and terms.

9.5 Automatic Redemption Upon Bankruptcy Filing:

9.5.1 If either Party files for bankruptcy, such bankruptcy shall constitute a triggering event for the automatic redemption of the affected Party’s Shares.

9.5.2 Upon the occurrence of such a triggering event, the other party shall have the option, but not the obligation, to purchase such shares at a fair market valuation.

9.5.3 If the other Party elects not to purchase the Shares, the Company shall be obligated to redeem the Shares and transfer ownership back to the Company or its remaining members, ensuring business continuity and preventing external creditors from acquiring an ownership interest in the Company. The affected party shall retain their financial status and rights until the sale is fully completed. If full payment cannot be made immediately, the purchase of the shares shall be structured over time, ensuring fair compensation while preserving company stability.

9.5.4 Upon redemption, the bankrupt Party shall cease to have any voting or financial rights in the Company.

9.5.5 The terms and process of redemption shall be conducted in compliance with applicable laws to ensure fairness and enforceability.

9.6 Sale, Merger, or Amalgamation

9.6.1 The Company reserves the right to pursue a sale, merger, or amalgamation with another entity for strategic growth, restructuring, or other business purposes.

9.6.2 In the event of a merger or acquisition, the Parties shall be entitled to their proportionate share of the proceeds based on their ownership percentage at the time of the transaction.

9.6.3 Any unvested rights or interests held by either Party shall automatically vest prior to the completion of the transaction, ensuring their participation in any distribution of proceeds, as long as the payment obligations are fulfilled.

9.6.4 Parties agrees to support such transactions if terms are fair and in the best interest of the Company.

9.6.5 The completion of the sale, merger, or amalgamation shall not be unreasonably delayed or impeded by either of the Party.

9.7 Tag Along Rights

9.7.1 If either Party proposes to sell or transfer any portion of their Shares to a third party, the other Party shall have the right, but not the obligation, to sell a proportional percentage of their Shares to the same third party, under the same terms and conditions (“Tag-Along Right”).

9.7.2 The selling party must provide the non-selling party with at least sixty (60) days’ prior written notice, including full disclosure of:

i. The identity of the proposed buyer;

ii. The number of Shares to be sold;

iii. The price and material terms of the proposed sale.

9.7.3 The non-selling Party must notify the selling Party of their intention to exercise the Tag-Along Right within thirty (30) days of receiving such notice.

9.7.4 The Company’s minority shareholders (including any holders of the 5% employee equity pool) shall not be entitled to tag-along rights or voting rights, unless otherwise agreed in writing by both Parties.

10 .Termination

10.1 Termination Events: This Agreement may be terminated under the following circumstances:

10.1.1 This Agreement may be terminated at any time prior to the completion of the share transfer, provided that both the Seller and the Purchaser mutually agree in writing to terminate.

10.1.2 If the Purchaser fails to make the initial payment of $ 20,000 at the time of execution or fails to comply with the deferred payment schedule under Clause 2, the Seller shall have the right to terminate this Agreement by written notice and the agreement shall become null and void.

10.1.3 The Company reserves the right to terminate this Agreement if the Purchaser engages in any behaviour or actions that are harmful to the Company’s business operations, financial stability, or reputation.

10.1.4 This Agreement shall terminate automatically if the Company is dissolved, enters liquidation proceedings, or undergoes any restructuring or insolvency proceedings that make the transfer of Shares impracticable before the Closing. In such cases, neither Party shall bear liability for the failure to complete the transaction due to circumstances beyond their control.

10.2 Consequences of Termination:

10.2.1 If this Agreement is terminated due to the Purchaser’s failure to make the full payment of the Purchase Price at the time of execution, the Seller shall retain complete and undisturbed ownership of the Shares. In such a scenario, the Purchaser forfeits all rights, claims, or entitlements under the Agreement, ensuring the Seller’s position remains unaffected.

10.2.2 If termination occurs after partial payment, refund terms shall be as per mutual agreement between the Seller and Purchaser.

10.2.3 Any confidentiality obligations established under this Agreement, as well as restrictions on transferring the Shares, shall remain binding even after the termination of this Agreement. This ensures that sensitive information disclosed during the negotiation and execution process remains protected and that any limitations on the transferability of the Shares, such as legal or contractual restrictions, continue to apply despite the Agreement's termination..

10.2.4 If the Company enters insolvency proceedings, the Purchaser acknowledges that their claims on Company assets shall be subordinate to those of creditors and statutory claims.

10.2.5 If the Company enters insolvency, bankruptcy, or winding-up proceedings are initiated against the Company due to any pre-existing or reasonably foreseeable financial issues that were not disclosed to the Purchaser prior to the execution of this Agreement, this Agreement shall stand terminated with immediate effect. In such case, the Purchaser shall be entitled to a full refund of all investments made under this Agreement, and any allotment or transfer of Shares pursuant hereto shall be deemed cancelled and of no effect.

11 . Employee Shares

11.1. Employees shall collectively hold 5% ownership in the Company and be entitled to a 8% profit interest.

11.2. Upon termination of employment, employee ownership rights and profit interests shall be forfeited and dealt with in accordance with separate employee agreements or ESOP guidelines.

12. Non-Compete And Non-Solicitation

12.1 The Purchase and Seller agree not to engage in any business activity that competes with the business of the Company while working as a member of the Company and for 2 years after exiting the Company. This restriction applies regardless of whether the Purchaser or Seller act as an employee, consultant, advisor, investor or in any other capacity.

12.2. The Purchaser and Seller shall not, while working as a member of the Company and for 2 years after exiting the Company:

12.2.1 Solicit or attempt to solicit the Company’s employees, contractors, or consultants to terminate or alter their relationship with the Company. This restriction shall apply even if such employees, contractors, or consultants have already left the Company.

12.2.2 Solicit or attempt to solicit clients, customers, vendors, or business partners of the Company.

12.3. Any breach of this clause by the Purchaser shall result in indemnifying the Company for all resulting losses and damages.

12.4 Notwithstanding the foregoing restrictions, the following exclusions shall apply;

12.4.1 Purchaser shall retain full rights to continue Operating OnSyncAi only for servicing existing clients prior to the Effective Date. No new services or contracts may be initiated with such clients without the prior written approval of the Seller, unless such engagement constitutes a downgrade undertaken solely to facilitate the winding down of services as part of Purchaser’s planned transition.

12.4.2 Purchaser will also retain full rights to use knowledge and personal resources to provide services which could be deemed as a service that FMM is able to provide, to WedShape Transformations as long as the Purchaser is still an owner and active participant in the running of WedShape Transformations.

12.4.3 The restriction shall not apply to any independent business ventures pursued by either Party outside the defined non-compete scope, including by the Purchaser’s wife.

12.4.4 The Company shall document and record the current state of operations of OnSync AI as a snapshot prior to the execution of this Agreement and any sale or transfer of Shares. This snapshot shall reflect the status of client accounts, operational metrics, and earnings, in a manner that does not violate any confidentiality obligations owed to clients. The Purchaser agrees to execute a NDA to ensure that any such information shared remains confidential and is used solely for the purposes of internal review and compliance with this Agreement.

13. Liability

13.1 Each party acknowledges that they shall bear full responsibility for any losses, damages, or claims that arise due to their actions or failures, including but not limited to:

13.1.1 Any conduct constituting gross negligence , wilful misconduct or a reckless disregard of duties that causes material harm to the company, its operations, employees, stakeholders or brand.

13.1.2 Any intentional failure to fulfill their responsibilities or deliberate refusal to comply with the terms of this Agreement. Such actions may include failing to complete agreed-upon tasks, disregarding deadlines, or acting in bad faith during the execution of the Agreement.

13.1.3 Providing false or misleading information or breaching any warranties or representations they have made in this Agreement. This includes knowingly providing inaccurate information, omitting material facts, or violating terms that are vital to the integrity of the transaction.

13.2 Each party agrees to indemnify and hold harmless the other Party and the company against any liabilities, expenses, or claims . This includes:

13.2.1. The indemnifying Party’s breach of this agreement.

13.2.2 Financial losses or damages resulting from the indemnifying Party’s negligence, misrepresentation, or failure to perform under the terms of the Agreement.

13.2.3 Any third party claim resulting from the indemnifying party’s unauthorized actions or misrepresentations made on behalf of the company.

14. Software Ownership And Usage Rights

14.1 Certain software and digital tools under lifetime deals, including but not limited to ClickUp and Make.com have been personally acquired by Seller under lifetime or personal –use licenses. These tools shall remain the personal property of the Seller who acquired them, and shall not be considered part of the company’s assets or equity.

14.2 Any such software or tools may be made available for use by the company solely at the discretion of the contributing Party, for the duration of their active involvement with the company. Use shall be limited to internal company purposes and may be revoked by the contributing Party upon their exit or disengagement, subject to reasonable transition terms,.

15. Intellectual Property Rights

15.1 All intellectual property, including but not limited to trademarks, patents, copyrights, trade secrets, proprietary processes, software, systems, and other intangible assets developed, created, or acquired by the Company shall remain the sole and exclusive property of the Company.

15.2 Any intellectual property, creative works, inventions, software, or tools developed or acquired by either Party independently prior to their involvement with the Company, or developed during their involvement using personal resources (i.e., without the use of Company time, funds, or infrastructure), shall remain the sole property of the respective Party and shall not be deemed Company-owned intellectual property.

15.3 If the Company wishes to use any intellectual property owned by a Party, including content, systems, software, or methodologies, such use shall be governed by a separate written licensing agreement. This agreement shall specify the terms of use, duration, scope, applicable fees, and any relevant restrictions, and must be duly executed by both the respective Party and the Company.

15.4 In the event of dissolution of the Company, exit of any Party (whether by resignation, sale of shares, or otherwise), or any form of corporate restructuring, each Party shall retain all rights, title, and interest in any personal intellectual property they contributed. Further, any contributing Party shall be granted a Right of First Refusal (ROFR) to reacquire any Company-owned intellectual property that originated from or is substantially based on such personal contributions, unless otherwise agreed in writing.

15.5 Each Party agrees to respect the intellectual property rights of the other Party. No Party shall use, reproduce, license, or distribute the other Party’s personal intellectual property without prior written consent, except under a duly executed licensing agreement.

15.6 Treatment of Specific Software and Digital Assets

15.6.1 Software or applications owned by the Seller that are not in active production use at the time of the sale proposal shall remain the exclusive property of the Seller.

15.6.2 Software in active production use shall be treated as follows:

i. Unlimited License Software: The following applications, where the Seller holds unlimited or lifetime licenses, shall be made accessible to both Parties post-sale, with joint usage rights: TutorLMS, Amelia, WP DataTables, Powerful Filters, Master Detail Views, ZeroWork, MetaBox, BetterDocs, WP SocialNinja, MicroThemer, Bit Integrations, Bit Social, SmartQuizBuilder, LoginLockdown, WP HideMyGhost, Report Builder for wpDataTables. The Seller may continue to use these tools for personal, church, or non-commercial projects, and the Company may freely scale with these tools as needed.

ii. Limited License Software: Applications such as Formaloo, Boardmix, and KomodoDecks shall be subject to limited license treatment. The Seller shall retain a defined portion of seats (e.g., 20 Formaloo seats, 5 Boardmix seats, and 10 KomodoDecks seats), and the remainder shall be transferred or shared as outlined in Annexure 1. In the event Boardmix is no longer available as a Lifetime Deal, the Seller will grant 20 seats to the Company.

iii. Robomotion: One robot seat shall be retained by the Company to service an existing client. The Seller shall retain the remaining seats. ZeroWork shall be the RPA platform used for Company scaling moving forward.

iv. Annually Licensed Plugins: For plugins where the Seller maintains active annual subscriptions (e.g., ThriveThemes, Gravity Forms, WP Fusion, LearnDash, PiotnetGrid), the Company shall assume responsibility for acquiring its own licenses at current market rates. The Seller shall assist in transitioning license keys as required, with no disruption to existing site functionality.

15.7 The Seller reserves the right to sell any of their personally held software deals at the time of or after the sale. The Company shall have the Right of First Refusal for any such proposed sale.

15.8 The Seller shall retain his existing ClickUp pricing plan. The Company shall be responsible for initiating migration of its ClickUp workspace to a new or separate plan with ClickUp, at its own cost and initiative.

15.9 Details and distribution of the above software and licenses are more fully set out in Annexure 1 attached hereto and forming an integral part of this Agreement. -

16 Data Protection, Backups, And Digital Assets

16.1 Data Protection- Each Party agrees to implement reasonable and industry-standard measures to protect all Company data, client information, and operational records from unauthorized access, loss, corruption, or theft.

16..2 Ownership of Data- All Company data, including but not limited to client databases, operational files, internal and external communications, and platform content, shall remain the sole property of the Company.

16.3 Backups- The Company shall maintain regular backups of its data. The frequency, method, and storage location of such backups shall be mutually agreed upon by the Parties in writing.

16.4 Exit Obligations- Upon the exit of any Party from the Company, whether by resignation, termination, sale of interest, or otherwise, that Party must return or securely delete all Company-owned data, credentials, backups, and access privileges within ten (10) business days. The Company shall confirm the same in writing.

16.5 Post-Exit Restrictions- No Party shall retain, copy, or distribute any Company data for personal, commercial, or competing use after their association with the Company ends.

16.6 Breach and Indemnity- Any breach of this Clause 16 shall constitute a material breach and shall trigger indemnification obligations under Clause 13 (Liability).

16.7 Compliance with Regulations- All data handling, storage, and backup processes shall adhere to all applicable data privacy, security, and cybersecurity regulations.

16.8 Data Export and Copy Restrictions- No Party shall export, duplicate, download, or transfer any Company data, source code, communications, client lists, or other digital assets to any external storage, device, or platform—whether manually or through automated means such as backups, syncs, API connections, or third-party tool integrations—without the prior written consent of the other Party. Any such action shall constitute a material breach, subject to immediate access review and potential termination of access rights under this Agreement.

17. Governing Law And Dispute Resolution.

17.1 This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

17.2 Any disputes arising from this Agreement shall be resolved through arbitration, shall take place in Charlotte, North Carolina, but shall be conducted without prejudice to either Party, irrespective of whether such Party resides in North Carolina, another U.S. state, or internationally. All Parties shall retain equal standing and legal protections, and the location of domicile shall have no bearing on the rights, remedies, or procedural fairness afforded under this Agreement.

18. Confidentiality

18.1 The Purchaser agrees to maintain strict confidentiality regarding proprietary information disclosed under this Agreement. This obligation applies regardless of whether such information was disclosed verbally, in writing, or through any electronic or digital format.

18.2 Confidential information includes trade secrets, business strategies, client data, and other non-public information.

18.3 This obligation extends for 2 years following the termination of this Agreement, except where disclosure is required by law or where information becomes public through lawful means.

19. Divorce & Marital Rights

In the event that either Party undergoes divorce or legal separation proceedings, the Company Shares held by such Party shall not be subject to division, assignment, or transfer to a spouse or any third party, except with the prior written consent of the other Co-Owner. If a court of competent jurisdiction awards the value of such Shares to a spouse, the affected Party shall be solely responsible for settling such value in cash, without involving the Company or the other Co-Owner. This clause shall apply notwithstanding any marital or community property laws to the contrary, and both Parties agree to take all necessary steps to give effect to this provision.

20. Incapacity And Representation

20.1 In the event either Party becomes incapacitated, whether temporarily or permanently, their rights under this Agreement, including profit participation and voting rights, may be exercised by their registered next of kin for the duration of such incapacitation, or permanently, as applicable. The next of kin shall be duly documented with the Company and may act on the Party’s behalf until recovery or legal succession is established.

20.2 Any claim of incapacity requiring relief from obligations under this Agreement shall be substantiated by written certification from a licensed physician jointly selected by both Parties. To the extent possible, such physician shall be within the insurance coverage network of the other Party, if such coverage exists.

20.3 In the case of the Purchaser, any such transfer of rights to next of kin shall be subject to a vesting principle, whereby the next of kin shall initially receive 20% of the Purchaser’s ownership interest, with the remaining ownership vesting in equal increments over a period of two (2) years until reaching a maximum of 47.5%. The Seller’s next of kin shall be fully vested immediately, and any rights exercised by their next of kin shall reflect such vesting status.

21. Notices

Any notice, request, or communication required or permitted under this Agreement shall be in writing and sent by registered mail, courier, or email (with confirmation of receipt) to the respective addresses of the Parties as set forth in this Agreement. Notices shall be deemed received upon actual delivery or five (5) business days after mailing by registered post. Each Party shall promptly notify the other in writing of any change in their contact details for notice purposes.

22. Force Majeure

Neither party shall be liable for failure to perform obligations due to causes beyond their reasonable control, including but not limited to natural disasters, war, government actions, labor strikes, supply chain disruptions, pandemics, and any other unforeseen events that are not reasonably within the control of the affected party. Upon the occurrence of such an event, the affected party shall promptly notify the other party in writing and shall use reasonable efforts to mitigate the effects of the event and resume performance as soon as possible

23. Entire Agreement

This Agreement constitutes the complete and exclusive statement of the Parties’ agreement concerning the subject matter contained herein and supersedes all prior and contemporaneous proposals, representations, statements, negotiations, and undertakings relating thereto.

24. Amendments

Any amendments, modifications, or additions to this Agreement must be in writing and signed by authorized representatives of both Parties. Once executed, such amendments shall form an integral part of this Agreement and be binding upon the Parties.

25. Severability

If any provision of this Agreement is determined to be void or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The Parties agree to negotiate in good faith to replace any void or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent and purpose of the invalid provision.

26. Waiver

No waiver of any right, breach, or default hereunder shall be valid unless in writing and signed by the Party granting the waiver. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default of the same or similar nature.

27.Assignment

Neither Party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except in the case of a merger, acquisition, or sale of all or substantially all of its assets, provided that written notice is given.

28. Survival Clause

The provisions of this Agreement that by their nature are intended to survive termination, including but not limited to Confidentiality, Indemnification, and Governing Law and Dispute Resolution, shall remain in full force and effect.

29.Costs And Expenses

Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement, except as otherwise agreed upon in writing.

30. Currency And Taxes

All amounts payable under this Agreement shall be denominated in US Dollars, unless otherwise agreed in writing. Each Party shall be responsible for its own taxes arising from this Agreement.

31. Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

32. Family Comes First

The Parties acknowledge that family, health, and personal well-being take precedence over business matters. Each Party agrees to act in good faith, extend understanding, and offer reasonable support during such times, prioritizing empathy and flexibility in the spirit of this partnership.

33. Mutuality

Except where expressly stated otherwise in this Agreement, all rights, obligations, and responsibilities shall apply equally and fairly to both the parties. This Agreement shall not be interpreted to grant a material advantage to one Party over the other unless such advantage is explicitly intended, such as provisions reflecting prior contributions, transitional protections, or Seller-specific rights. Any future amendment or clause that introduces a material imbalance shall require mutual written consent.

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first above written.

SIGNED AND DELIVERED by:

For and on behalf of the Company:

[Authorized Signatory’s Full Name] [Title/Designation] Signature: ____________________________ Date: ________________________________

For and on behalf of the Purchaser:

[Authorized Signatory’s Full Name] [Title/Designation (if applicable)] Signature: ____________________________ Date: ________________________________

For and on behalf of the Seller:

[Authorized Signatory’s Full Name] Signature: ____________________________ Date: _______________________________

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05/05/2025 12:46 pm EDT

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05/07/2025 11:59 am EDT

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