Exhibit
10.15


 


STOCK PURCHASE AGREEMENT


 


THIS STOCK
PURCHASE AGREEMENT ("Agreement"), dated as of September 8, 2021, is entered into by, between, and among DARKPULSE,
INC., a Delaware corporation (the "Buyer"), TJM ELECTRONICS WEST, INC., an Arizona corporation (the "Company"),
and each individual shareholder of the Company, each a signatory to this Agreement on the Signature Page hereto (the “Stockholders”)
(the Buyer, the Company and the Stockholders are sometimes referred to herein individually as "Party" and collectively
as the "Parties").


 


Basis of Agreement


 


A.                
The Stockholders own all of the outstanding capital stock of the Company (the "Stock");


 


B.                
The Buyer desires to purchase all of the Stock from the Stockholders; and


 


C.                
The Parties desire to make certain representations, warranties and agreements in connection with the Sale (as defined below) and
also to prescribe certain conditions to the Sale.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, and intending to be legally bound hereby, the Parties hereto agree as follows:


 


1.                  
DEFINITIONS: The following terms shall have the following meanings in this Agreement:


 


"Acquisition Consideration"  means Four
Hundred Fifty Thousand Dollars


($450,000.00).


 


"Affiliate"
of any party means any person or entity controlling, controlled by or under common control with such party.


 


"Ancillary Documents"
means the Stock Power and all other documents executed in connection with the consummation of the transactions contemplated by this Agreement.


 


"Business Day" means
a day other than a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by law
to close.


 


"Certificate of Incorporation"
means the Certificate of Incorporation of the Company, filed with the Arizona Corporation Commission, on November 15, 1999.


 


"COBRA" means the Consolidated Omnibus
Budget Reconciliation Act of 1985, as


amended.


 


"Code"
means the Internal Revenue Code of 1986, as amended, and the rules and Regulations promulgated thereunder.


 


"Company
Business" means circuit board and electronics manufacturing, assembly and testing and any other business in which the Company
is engaged at the applicable time.


 


"Company Offerings" means all products
or service offerings of the Company.


 






    	 	 	 



     


    

 


"Default"
means (i) any actual breach or default, (ii) the occurrence of an event that with the passage of time or the giving of notice or both
would constitute a breach or default or (iii) the occurrence of an event that, with or without the passage of time or the giving of notice
or both, would give rise to a right of termination, renegotiation or acceleration.


 


"Effective Time"
means 12:00 p.m., Eastern Time, on the Closing Date.


 


"Encumbrance"
means any claim, lien, pledge, option, charge, easement, encroachment, security interest, hypothecation, license, lease, charge, covenant,
servitude, proxy, deed of trust, mortgage, conditional sales agreement, encumbrance, right of first refusal, restriction on transfer or
other right of third parties, whether voluntarily incurred or arising by operation oflaw, and includes any agreement to give or grant
any of the foregoing in the future.


 


"Excluded
Assets" means the assets set forth on Schedule 1 of this Agreement. Such Excluded Assets may be distributed from
the Company to the Stockholders prior to Closing, and the Buyer shall waive any and all right to the Excluded Assets.


 


"Environmental
Law" means any applicable federal, state or local Regulations relating to minimizing, preventing, remedying or imposing penalties
for, the consequences of actions that damage or threaten the environment or public health and safety, including any Regulations relating
to any emission, discharge, Release or possible Release of any pollutant, contaminant, hazardous or toxic material, substance or waste
into air, surface water, groundwater or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of any pollutant, contaminant or hazardous or toxic material, substance orwaste.


 


"ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as


amended.


 


"ERISA
Affiliate" shall mean any Person under common control with the Company or that, together with the Company, could be deemed a
"single employer" within the meaning of Section 4001(b)(l) of BRISA or within the meaning of Section 414(b), (c), (m) or (o)
of the Code, and the Regulations issued thereunder.


 


"GAAP" means United States generally accepted
accounting principles consistently


applied.


 


"Government
Contract" means any agreement, contract, lease, license, instrument, commitment, Indebtedness, Liabilities and other obligations
between the Company and any Governmental Authority.


 


"Government
Official” means any officer, director or employee of a Governmental Authority or instrumentality thereof (including any partially
or wholly state- owned or controlled enterprise); (ii) holder of political office, political party official, candidate for any political
office, or member of a royal family; (iii) officer, director or employee of a governmental or quasi-governmental public international
organization (including the World Bank, United Nations and the European Union) or


(iv) Person acting for or on behalf
of any such Governmental Authority or instrumentality thereof.


 


"Governmental
Authority" means any court, arbitrator (public or private), administrative agency, regulatory body, commission or other governmental
authority, or any agency, branch, department, official, entity, instrumentality or authority of the United States or any other country
or any state, county, municipality or other governmental division of any country.


 


 






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"Governmental
Order" means any judgment, decision, consent decree, injunction, ruling or order of any federal, state, local or other domestic
or foreign court or Governmental Authority that is binding on any Person or its property.


 


"Hazardous
Material" means any substance, material or waste regulated by any Governmental Authority, including any substance, material or
waste defined or classified as a "hazardous waste", "hazardous material," hazardous substance", "extremely
hazardous waste", "pollutant", "restricted hazardous waste", "contaminant", "toxic waste",
or "toxic substance", under any provision of Environmental Law, including petroleum, petroleum products, asbestos, presumed
asbestos-containing materials, or asbestos-containing materials, urea formaldehyde or polychlorinated biphenyls.


 


"Indebtedness"
means (without duplication), as to any Person, (i) all obligations for the payment of principal, interest, penalties, fees or other
Liabilities for borrowed money (including guarantees and notes payable) and collection costs thereof, incurred or assumed, (ii) any obligations
to reimburse the issuer of any letter of credit, surety bond, debentures, promissory notes, performance bond or other guarantee of contractual
performance, in each case to the extent drawn or otherwise not contingent, (iii) all indebtedness of third parties secured by an Encumbrance
on property owned or acquired by such Person, (iv) any obligation that, in accordance with GAAP, would be required to be reflected as
debt on the balance sheet of such Person, (v) all obligations of such Person under interest rate or currency swap transactions (valued
at the termination value thereof); (vi) all obligations under capitalized leases and purchase money obligations and (vii) all indebtedness
of others referred to in clauses (i) through (vi) above guaranteed directly or indirectly in any manner by such Person or any of its
Subsidiaries, or in effect guaranteed directly or indirectly by such Person or any of its Subsidiaries through an agreement to pay or
purchase such indebtedness, to advance or supply funds for the payment or purchase of such indebtedness or otherwise to assure a creditor
against loss, in each case including all accrued interest, prepayment penalties and other fees, if any. Indebtedness shall not include
any and all debt issued by the Company to the Shareholders, as disclosed in Schedule 2(c), and which shall be discharged
upon Closing.


 


"Intellectual
Property" means all forms of intellectual property rights and other proprietary rights and protections throughout the world,
including all (a) patents and statutory invention registrations (including all continuations, continuations-in-part, divisions, extensions,
provisionals, reexaminations, reissues, renewals and revisions), inventions, discoveries, improvements, methods and processes; (b) copyrights
and other published and unpublished works of authorship, including audiovisual works, collective works, computer programs, compilations,
databases, derivative works, literary works, mask works, and sound recordings; (c) trademarks, service marks, trade dress, trade names,
corporate names and other source identifiers, together with all goodwill associated therewith; (d) Internet domain names; (e) trade secrets
under applicable Regulations, proprietary information, technical information, know-how and other information not generally known or readily
ascertainable through proper means, whether tangible or intangible, including algorithms, customer lists, ideas, designs, formulas, know-how,
methods, processes, programs, prototypes, systems, and techniques; (f) software code (in any form), application programming interfaces
(APis), user interfaces, documentation, network configurations and architectures, specifications, subroutines, and other firm of technology
(collectively, "Software"); (g) rights in databases and designs (ornamental or otherwise); (h) rights of attribution
and integrity and other moral rights of an author; and (i) rights in, arising out of, or associated with a natural person's name, voice,
signature, photograph, or likeness, including rights of personality, privacy, and publicity and similar rights, in each case whether currently
existing or hereafter developed or acquired, arising under statutory law, common law, or by contract, and whether or not perfected, registered
or issued, including all applications, disclosures, registrations, issuances and extensions with respect thereto.


 






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"IRS" means the Internal Revenue Service
of the United States.


 


"Knowledge"
of the Company means the actual knowledge of the Stockholders, and any officers of the Company, and the knowledge each such Person
would have obtained after making due inquiry and exercising due diligence.


 


"Liability"
means any direct or indirect liability, Indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or
by any Person of any type, known or unknown, and whether accrued, absolute, contingent, matured, unmatured or other, including "off-balance
sheet" liabilities.


 


"Material
Adverse Effect" means any event, occurrence, condition, change, circumstance, effect, development or state of facts (whether
specific to the applicable Party or generally applicable to multiple Parties, including, individually or in the aggregate, such Party
and its Subsidiaries), violation, inaccuracy or other matter that has, or would, individually or in the aggregate with other events, reasonably
be expected to have or give rise to, a material adverse effect on, or material adverse change to (a) the condition (financial or otherwise),
business, results of operations, assets, Liabilities, capitalization, financial performance or prospects of the Party making the representations
and warranties, or (b) the ability of such Party to consummate the transactions contemplated by this Agreement or the Ancillary Documents
or to perform any of its obligations under this Agreement or the Ancillary Documents; provided, however, that, when such Party is the
Company, any adverse effects attributable to conditions affecting the industries in which the Company participates or the economy as a
whole (other than those that disproportionately affect the Company) shall not be deemed to constitute a Material Adverse Effect on the
Company.


 


"Ordinary
Course of Business" or "Ordinary Course" or any similar phrase means the ordinary course of the Company's business
consistent with the past practice of the Company.


 


"Permits"
means all licenses, permits, registrations, franchises, approvals, authorizations, consents or orders of, or filings with, any Governmental
Authority and any accreditations or certification issued by an accrediting body, whether foreign, federal, state or local, or any other
Person, necessary for the conduct of, or relating to, the operation of the Company's business, including any certification or accreditation
relied upon in obtaining, or required to obtain, any license, permit, franchise, approval, authorization, consent or orders of any Governmental
Authority.


 


"Permitted
Encumbrances" means liens for Taxes, assessments and other governmental charges, each not yet due.


 


"Person"
means any person or entity, whether an individual, trustee, corporation, partnership, limited partnership, limited liability company,
trust, unincorporated organization, business association, firm, joint venture or other juridical person or Governmental Authority.


 


"Regulations"
means any laws, statutes, ordinances, regulations, rules, notice requirements, court decisions, including matrimonial or similar court
decisions, agency guidelines, principles of law and orders of any foreign, federal, state or local government and any other Governmental
Authority, and including Environmental Laws, Tax laws, energy and public utility laws and regulations, health codes, occupational safety
and health regulations and laws respecting employment practices, employee documentation, terms and conditions of employment and wages
and hours.


 






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"Release"
means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal,
leaching, or migration on or into the environment, or into or out of any property.


 


"Representative"
means with respect to any Person, any officer, director, manager, principal, attorney, agent, employee or other representative of
such Person.


 


"Subsidiary"
when used with respect to any Party, means any corporation or other organization, whether incorporated or unincorporated, at least
a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board
of directors or others performing similar functions with respect to such corporation or other organization are held by such Party, or
any entity that is directly or indirectly owned or controlled by such Party or by any one or more of its Subsidiaries.


 


"Tax"
(including with correlative meaning, the terms "Taxes" and "Taxable") means any federal, state, local
or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental,
customs duties, capital stock, franchise, profits, withholding or deduction, social security (or similar), unemployment, disability, real
property, personal property, sales, use, transfer, escheat, unclaimed property, registration, value added, alternative or add-on minimum,
estimated or other tax of any kind whatsoever, including any interest, fine, penalty or similar addition thereto, whether disputed or
not and including any obligations to indemnify or otherwise assume or succeed to any Liability for any of the foregoing of any other Person.


 


"Tax
Return" means any return, declaration, report, claim for refund, statement, information return or statement and other document
required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof, and any
returns, statements, or other documents required to be filed with respect to any financial interest in or signature authority over a foreign
financial account (such as FinCEN Form 114 or any predecessor thereof), including any amendment thereof.


 


"Work-In-Progress
Accounts Payable" shall mean any and all Accounts Payable (hereinafter defined in Section 3(z)(ii)) which relate to Company Offerings
that (i) will be performed after the Closing Date, (ii) have not been invoiced prior to Closing, and (iii) the revenue from which will
accrue to the benefit of the Company and has not been distributed to the Stockholders prior to Closing.


 


"Work-In-Progress
Inventory" shall mean any and all inventory of the Company which is associated with work in progress matters set forth on Schedule
3(z), and which the Company has not yet paid for as of the Closing Date.


 


Other
Terms. Other terms may be defined elsewhere in the text of thisAgreement and, unless otherwise indicated, shall have such meaning
indicated throughout this Agreement.


 


Interpretation.
In this Agreement, unless the context otherwise requires, references: (a) to the recitals, articles, sections, exhibits or schedules
are to a Recital, Article or Section of, or Exhibit or Schedule to, this Agreement; (b) to any agreement (including this Agreement),
contract, statute or Regulation are to the agreement, contract, statute or Regulation as amended, modified, supplemented or replaced
from time to time, and to any section of any statute or Regulation are to any successor to the section; (c) to any contract, agreement,
arrangement or understanding are to any contract, agreement, arrangement and/or understanding, whether written or oral and whether express
or implied; (d) to any Governmental Authority include any successor to that Governmental Authority and (e) to this Agreement are to this
Agreement and the exhibits and schedules to it, taken as a whole. The table of contents and headings contained herein are for reference
purposes only and do not limit or otherwise affect any of the provisions of this Agreement. Whenever the words "include", "includes"
or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation".
Whenever the words "herein" or "hereunder" are used in this Agreement, they shall be deemed to refer to this Agreement
as a whole and not to any specific Section, unless otherwise indicated. The terms defined in the singular shall have a comparable meaning
when used in the plural, and vice versa, and words denoting any gender include all genders. The terms "dollars" and "$"
shall mean dollars of the United States of America.


 






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2.                  
THE TRANSACTION:


 


a.                  
Agreement to Sell and Purchase. At the Closing and upon the terms and subject to the conditions of this Agreement, the Buyer
shall purchase from the Stockholders, and the Stockholders shall sell, transfer, assign, convey and deliver to the Buyer, the Stock free
and clear of any and all Encumbrances (the "Sale").


 


b.                  
Closing of the Sale. The closing of the transactions contemplated hereby (the "Closing") will take place
remotely via the exchange of documents and signatures related to the transactions contemplated hereby on the date hereof (the "Closing
Date"). All Closing transactions shall be deemed to take place simultaneously and no one of them shall be deemed to have occurred
until all shall have occurred.


 


c.                   
Sale Consideration. No later than September 15, 2021, pursuant to Section 2(d), the Buyer shall deliver to the Stockholders
an amount equal to (i) the Acquisition Consideration, plus (ii) the amount, if any, of the Accounts Receivable which remain in
the Company through the Closing despite the Parties' intent to have such Accounts Receivable distributed to the Stockholders prior to
Closing; plus


(iii) the amount, if any, of
the Work-In-Progress Inventory, using the values designated for such items on Schedule 3(z); minus (iv) the amount, if any,
of the Accounts Payable which remain in the Company through the Closing other than Work-In- Progress Accounts Payable; minus (v)
any Indebtedness set forth on Schedule 2(c) ((i) through (v) being referred to collectively herein as the "Sale
Consideration").


 


d.                  
Distribution of the Sale Consideration.


 


i.                   
The Stockholders shall surrender to the Buyer the certificate or certificates representing the Stock, each duly endorsed in blank
or accompanied by an assignment separate from such certificate (each a "Stock Power"), dated the Closing Date and executed
by the Stockholders, in a form suitable for transferring the shares of Stock to the Buyer in the records of the Company.


 


ii.                 
Upon delivery by the Stockholders to the Buyer of the duly executed Stock Powers, the Buyer shall pay, by bank certified or cashier's
check(s) to the accounts designated by each Stockholder, such Stockholder's pro rata portion (such amount being referred to herein as
the "Pro Rata Portion") of the SaleConsideration.


 


3.                     
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY:


 


As a material
inducement to the Buyer to enter into this Agreement, except as disclosed in the disclosure schedules delivered to the Buyer by the Stockholders
concurrently herewith (the "Company Disclosure Schedule") (it being understood that the Company Disclosure Schedule
shall be arranged in sections and subsections corresponding to the sections and subsections contained in this Agreement, and the disclosures
in any section and subsection of the Company Disclosure Schedule shall only qualify the representations in the corresponding section
and subsection of this Article III), the Stockholders hereby, jointly and severally, make the following representations and warranties
to the Buyer.


 


 






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a.                  
Organization of the Company. The Company is a corporation duly formed and validly existing and in good standing under the
laws of the State of Arizona with full corporate power and authority to conduct its business as it is presently being conducted, to own
or lease, as applicable, and operate its assets and properties, and to perform all its obligations under its contracts. The Company is
duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned, leased or operated
or the nature of its activities make such qualification necessary. Copies of the Certificate of Incorporation and the Bylaws have heretofore
been delivered to the Buyer and are true, complete and in effect as of the date hereof. The Company is not in violation of its Certificate
of Incorporation or the Bylaws and is operating and has always operated its business in all respects in accordance with its Certificate
of Incorporation and the Bylaws in effect at the relevant time.


 


b.                  
Subsidiaries. The Company does not have and has never had any Subsidiaries and does not otherwise own or control, directly
or indirectly, or hold any rights to acquire, any capital stock or any other securities, interests or investments (other than investments
that constitute cash or cash equivalents) in any other corporation, partnership, trust, joint venture, association, or other Person.


 


c.                  
Solvency. The Company: (a) is not insolvent and does not have unreasonably small capital, (b) has not incurred debts beyond
its ability to pay such debts as they mature, and (c) does not have Liabilities in excess of the reasonable market value of its assets.
No insolvency Proceedings or similar Proceedings have been, or have been threatened to be, opened over the assets of the Company, and
there are no circumstances that would require or justify the opening of or application of such Proceedings.


 


d.                  
Authorization. The Company has all requisite power and authority, and has taken all action necessary, to execute, deliver
and perform this Agreement and the Ancillary Documents, to consummate the transactions contemplated hereby and thereby and to perform
its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents and the consummation
by the Company of the transactions contemplated hereby and thereby have been duly approved by the Board of Directors of the Company and
the Stockholders; no other proceeding on the part of the Company or the Stockholders is necessary to authorize this Agreement and the
Ancillary Documents and the transactions contemplated hereby and thereby. The Company does not require the consent, approval or authority
of any other Person to enter into or perform its obligations under this Agreement and the Ancillary Documents and the transactions contemplated
hereby and thereby. This Agreement has been duly executed and delivered by the Company and is the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and except insofar as the availability of
equitable remedies may be limited by applicable Regulations.


 


e.                   
No Conflict; Required Filings and Consents.


 


i.                   
The execution, delivery and performance by the Company and the Stockholders of this Agreement and each of the Ancillary Documents
to which any or all of the Stockholders or the Company will be a party, and the consummation of the transactions contemplated hereby and
thereby, do not and will not:


 


(A)             
conflict with or violate the Certificate of Incorporation and


the Bylaws;


 






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(B)             
conflict with or violate any Regulations applicable to the Stockholders, the Stockholder Representative or the Company or by which
any property or asset of the Stockholders, the Stockholder Representative or the Company is bound or affected; or


 


(C)             
result in any breach of, constitute a Default (or an event that, with notice or lapse of time or both, would constitute a Default)
under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration
or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under,
give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any
rights of the Stockholders or the Company under, or result in the creation of any Encumbrance on any property, asset or right of the Stockholders
or the Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, Permit, franchise, instrument, obligation
or other contract to which the Company is a party or by which the Stockholders or the Company or any of their respective properties, assets
or rights are bound or affected.


 


ii.                 
None of the Stockholders or the Company is required to file, seek or obtain any notice, authorization, approval, order, Permit
or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Stockholders or the
Company of this Agreement and each of the Ancillary Documents to which the Stockholders or the Company will be a party or the consummation
of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification
of the Company, except for such filings as may be required by any applicable federal or state securities or "blue sky" laws.


 


iii.               
No "fair price", "interested shareholder", "business combination" or similar provision of any state
takeover Regulations is applicable to the transactions contemplated by this Agreement or the Ancillary Documents.


 


f.                   
Capitalization.


 


i.                
Schedule 3(f)(i) sets forth the name of each Person holding any equity securities of the Company and the type and
amount of equity security held by such Person. The authorized capital stock of the Company consists of one hundred and thirteen (113)
shares of common stock, of which, as of the date of this Agreement there are one hundred and thirteen (113) shares issued and outstanding.
All of the issued and outstanding shares of Stock are duly authorized and validly issued. All of the issued and outstanding shares of
Stock are voting shares, and there is only one class of stock. No claim has been made or threatened to the Company or the Stockholders
asserting that any Person other than a Person listed on Schedule 3(f)(i) is the holder or beneficial owner of, or has the
right to acquire beneficial ownership of any equity or ownership interest in the Company. There are (x) no accrued and unpaid dividends
on any shares of capital stock and (y) no commitments to issue additional shares of capital stock or other equity securities in the Company.


 


ii.                 
There are no (A) shares of capital stock outstanding, (B) options, warrants, agreements or convertible, exercisable or exchangeable
securities of the Company, (C) securities of the Company reserved for issuance for any purpose, (D) agreements pursuant to which registration
rights in the equity securities of the Company have been granted, (E) stockholder agreements (or similar arrangements), whether written
or verbal, among any current or former stockholders of the Company, (F) statutory or contractual preemptive rights or rights of first
refusal with respect to any shares of capital stock, (G) stock appreciation rights, security-based performance units, "phantom"
equity, profit participation or other similar rights or agreements in or related to the Company, (H) dividends which have accrued or
have been declared but are unpaid on any securities of the Company, (I) agreements to register any securities of the Company for sale
or resale under federal or state securities laws or (J) agreements pursuant to which any Person other than the Stockholders is entitled
to any consideration under this Agreement or any Ancillary Document.


 


 






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iii.               
The Company has not violated any applicable Regulations governing securities in connection with the offer, sale or issuance of
any of its capital stock. The Stockholders are not party to any agreement with respect to the voting or transfer of the equity securities
of the Company or with respect to any other aspect of the Company's affairs.


 


g.                  
Title to Assets.


 


i.                   
The Company has good and marketable title to, or, in the case of leased properties or properties held under license, a good and
valid leasehold or license interest in, all of its properties and assets. The assets, properties and rights of the Company constitute
all of the assets, properties and rights which are necessary for the operation of the Company's business as currently conducted. The Company
holds legal and beneficial title to each material property and asset which it purports to own, free and clear of any Encumbrances, and
each such material property and asset is solely owned by, and in the possession and control of, the Company. The Company is the owner
of the domain www.tjmwest.com and such domain is included in the sale.


 


ii.                 
All of the tangible assets of the Company are in serviceable operating condition and repair (normal wear and tear excepted) and
are adequate for the conduct of the Company's business in substantially the same manner as it has heretofore been conducted.


 


iii.               
Owned Real Property. The Company is not and has never been the fee owner of any real property.


 


iv.                
Leased Real Property. Schedule 3(g)(iv) sets forth a true and complete list of all real property leased by
the Company (collectively, the "Leased Real Property"), including the location of, and a brief description of the nature
of the activities conducted on, such Leased Real Property. The Company has a valid leasehold interest in the Leased Real Property, free
and clear of all Encumbrances, except for Permitted Encumbrances. No Person other than the Company has any right to use, occupy or lease
all or any portion of the Leased Real Property. The Company has no pending Liabilities arising out of the use, occupation or lease by
the Company of any real property prior to the Closing Date.


 


h.                  
Absence of Certain Activities or Changes. Since December 31, 2020:


 


i.                   
the Company has conducted its operations in the Ordinary Course of Business and there has been no Material Adverse Effect on the
Company, nor have any event or events occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably
be expected to result in a Material Adverse Effect on the Company;


 


ii.                 
The Company has not:


 


(A)             
adopted any amendments to the organizational documents of the Company; formed a Subsidiary; or adopted a plan of complete or partial
liquidation or dissolution for the Company;


 


(B)             
declared, set aside or paid any dividends on, or made any other distributions (whether in cash, equity securities or property)
in respect of, any equity or voting securities; split, combined or reclassified any equity or voting securities; or issued or authorized
the issuance of any other securities in respect of, in lieu of or in substitution for any equity or voting securities;


 


 






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(C)             
purchased, redeemed or otherwise acquired, directly or indirectly, any equity or voting securities;


 


(D)             
issued, delivered, granted, sold, authorized, pledged or otherwise encumbered any equity or voting securities, or any securities
convertible into equity or voting securities, or subscriptions, rights, warrants or options to acquire any equity or voting securities
or any securities convertible into equity or voting securities, or entered into other agreements or commitments of any character obligating
it to issue any such securities or rights;


 


(E)              
acquired or agreed to acquire by merging or consolidating with, or by purchasing any equity or voting securities in or any assets
of, or by any other manner, any business or any Person or division thereof, or otherwise acquired or agreed to acquire any assets;


 


(F)              
sold, leased or otherwise disposed of assets or securities, including by merger, consolidation, asset sale or other business combination;


 


(G)             
mortgaged or pledged any of its assets (tangible or intangible), or created, assumed or suffered to exist any Encumbrances thereupon;


 


(H)             
made any loans, advances or capital contributions to, or investments in, any other Person;


 


(I)                
made any material change in its methods or principles of accounting;


 


(J)                
made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended
Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to the Company, surrendered any right to
claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating
to the Company, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election,
adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability
of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date;


 


(K)             
except as required by applicable Regulations or Benefit Plans, (1) increased in any manner the amount of compensation or fringe
benefits of, paid any bonus to or granted severance or termination pay to any officer, director or employee of the Company, (2) made any
increase in or commitment to increase, in any material respect, any benefits provided under any Benefit Plan (including any severance
plan), adopted or amended or made any commitment to adopt or amend any Benefit Plan, made any contribution, other than regularly scheduled
contributions, to any Benefit Plan or made any variation to any other terms and conditions of employment of any employee of the Company,
(3) waived any equity repurchase rights, (4) hired, given notice of termination of employment to or dismissed any employee, (5) entered
into any employment, severance, termination or indemnification agreement with any officer or manager of the Company or (6) entered into
any collective bargaining agreement;


 


(L)              
entered into any written, oral or other agreement, contract, subcontract, settlement agreement, license, sublicense, or other
legally binding commitment containing any non-competition or exclusivity restrictions on the Company;


 


 






    	 	10	 



     


    

 


(M)           
incurred any Indebtedness or guaranteed any such Indebtedness of another Person;


 


(N)             
made or committed to make capital expenditures in excess of an aggregate of $20,000;


 


(O)                   
modified, amended or terminated any Material Contract currently in effect, or waived, released or assigned any material rights
or claims thereunder;


 


(P)                    
waived, released, assigned, settled or compromised any Proceeding;


 


(Q)                   
entered into a Material Contract required to be, but not otherwise set forth on Schedule 3(i); or


 


(R)                   
agreed in writing or otherwise to take any of the actions described in (A) through (R) above.


 


i.                    
Material Contracts.


 


i.                   
Schedule 3(i) contains a list of all agreements, contracts, leases, licenses, instruments, commitments, Indebtedness
(including all evidences of Indebtedness owed to the Company by any officer, director or employee of the Company), Liabilities and other
obligations to which the Company is a party or by which the Company is bound (collectively, the "Material Contracts")
that:


 


(A)                   
are material to the conduct or operations of the Company's business or its properties;


 


(B)                    
require the Company to provide in-kind consideration;


 


(C)             
contain (1) covenants to indemnify or hold harmless any Person or (2) covenants not to (or otherwise restricting or limiting the
Company's ability to compete in any line of business or geographical area, including any covenant not to compete with respect to the manufacture,
marketing, distribution or sale of any product or product line, (3) most-favored nations or similar clauses,


(4) 
exclusivity covenants or provisions or (5) provisions that otherwise restrict the Company's ability to operate the Business in
any manner;


 


(D)             
involve real property;


 


(E)              
involve a joint venture, partnership, or limited liability company relationship;


 


(F)              
contain provisions related to minimum purchase or sale requirements;


 


(G)             
govern or relate to Indebtedness, including guarantees for money borrowed by others;


 






    	 	11	 



     


    

 


(H)             
are with Material Customers or Material Suppliers;


 


(I)                
relate to the acquisition or disposition of any material assets;


 


(J)               
require payments by the Company in excess of $15,000 per


annum;


 


(K)             
contain a "change of control" or similar provision (other assets


than any Benefit Plan);


 


(L)              
are for the performance of services or the delivery of any goods, equipment or materials by the Company (other than in the Ordinary
Course of Business with the same Person involving amounts of less than $15,000 per annum);


 


(M)           
require capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess
of $15,000;


 


(N)             
are with any Governmental Authority or permit the Company to receive payment, directly or indirectly, from any Governmental Authority,
including any Government Contracts; or


 


(O)             
are not terminable upon ninety (90) or fewer calendar days' notice without penalty or additional Liabilities.


 


ii.                  
The Company has delivered to the Buyer true, correct, and complete copies of the Material Contracts, including any amendments,
modifications, or supplements thereto.


 


iii.                
Each Material Contract is in full force and effect and paid in the Ordinary Course of Business. All of the Material Contracts are
valid, binding and enforceable against the Company in accordance with their terms except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting enforcement of creditors' rights generally and except insofar as the availability
of equitable remedies may be limited by applicable Regulations. The Company is not in Default under any Material Contract. To the Knowledge
of the Company, no other party is in Default under any Material Contract and no event has occurred and no condition or state of facts
exists which, with the passage of time or the giving of notice or both, would constitute such a Default and no written notice of any claim
of Default has been given to the Company. The Company is not currently paying liquidated damages in lieu of performance under any Material
Contract. The consummation of the transactions contemplated by this Agreement and the Ancillary Documents will neither violate nor result
in the breach, modification, cancellation, termination or suspension of any Material Contract. Buyer will be permitted to exercise all
of the Company's rights under all Material Contracts to the same extent the Company would have been able to had the transactions contemplated
by this Agreement and the Ancillary Documents not occurred and without being required to pay any additional amounts or consideration other
than fees, royalties or payments which the Company would otherwise be required to pay had such transactions contemplated hereby and thereby
not occurred.


 


 






    	 	12	 



     


    

 


j.                       
Financial Statements.


 


i.                   
The Company has heretofore furnished to the Buyer (a) copies of the balance sheets of the Company as of December 31, 2020, 2019,
and 2018, together with the related unaudited statements of operations and comprehensive income, changes in stockholder's equity and cash


flows for the periods then ended
and the notes thereto, (b) copies of the unaudited balance sheet of the Company as of July 31, 2021 (the "Most Recent Balance
Sheet"), together with the related unaudited statements of operations and comprehensive income, changes in stockholder's equity
and cash flows for the period then ended and the notes thereto (all the financial statements referred to in clauses (a) and (b) above
being hereinafter collectively referred to as the "Financial Statements"). The Financial Statements (i) were prepared
in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) are true, correct and complete in all
material respects and have been prepared in accordance with the books and records of the Company, (iii) present fairly in all material
respects the financial position, results of operations and cash flows of the Company as of such dates and for the periods then ended and
(iv) can be reconciled with the financial records maintained and accounting methods applied by the Company.


 


ii.                 
The Company has established and maintains a system of internal control over financial reporting and internal accounting controls
to provide reasonable assurances (i)  regarding
the reliability of financial reporting and that all transitions are recorded as necessary to permit to the preparation of Financial Statements
in accordance with GAAP, (ii) that receipts and expenditures of the Company are being made only in accordance with the authorization
of the Company's management, and (iii) regarding prevents or timely detection of the unauthorized acquisition, use or disposition of
the Company's assets that could have a material effect on the Company's financial statements. The Company has not received or otherwise
had or obtained Knowledge of any written complaint, allegation or claim regarding the accounting, audit or review practices, procedures,
methodologies or methods of the Company or its internal control over financial reporting and internal accounting controls (insofar as
such controls relate to the Company) or the Company's internal control over financial reporting and internal accounting controls, including
any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting, review or audit practices, to
the extent such complaint, allegation or claim was made, or remained unresolved at any time, on or after January 1, 2018.


 


k.                  
Liabilities.


 


i.                   
The Company does not have Liabilities of any nature that are not shown or provided for on the Most Recent Balance Sheet,
other than Liabilities as shall have been incurred or accrued in the Ordinary Course of Business since the date of the Most Recent Balance
Sheet, that are not, individually or in the aggregate, material to the Company.


 


ii.                 
Other than unsecured trade payables incurred in the Ordinary Course of Business, the Company has not incurred, nor has the
Company agreed to incur, any Indebtedness.


 


1.                                        
Taxes.


 


i.                   
The Company has timely and properly filed all Tax Returns that the Company is required to have filed under applicable Regulations.
All such Tax Returns were and remain accurate, complete and correct in all respects. No such Tax Return is, or is likely to be, the subject
of any material dispute with any Governmental Authority.


 


ii.                 
The Company has timely paid, or will cause to be timely paid, all Taxes required to be paid by the Company (whether or not
shown as due on any Tax Returns) and no penalties, fines or interest in respect of such Taxes have been incurred.


 


iii.               
The Company and Stockholders represent that:


 


 






    	 	13	 



     


    

 


(A)   
no claim has been made by any Governmental Authority in any jurisdiction where the Company does not file Tax Returns that the
Company is or may be subject to Tax by that jurisdiction, and the Company has no Knowledge that any such claim is being contemplated;


 


(B)   
no extensions of time within which to file and no extensions or waivers of statutes of limitations, in each case, with respect
to the Company's Tax Returns or any assessment or deficiency of Tax, have been requested by, given to or requested from the Company (or
on itsbehalf);


 


(C)   
no claim for assessment or collection of Taxes is presently being asserted against the Company, and there is no presently pending,
ongoing, contemplated or planned audit, examination, refund claim, litigation, Proceeding, proposed adjustment or matter in controversy
(whether administrative, judicial or otherwise) with respect to any Taxes of, or with respect to, the Company; and


 


(D)   
the Company has not, with respect to any Tax matter, granted a power of attorney that is currently in effect.


 


iv.               
All deficiencies asserted or assessments made against the Company as a result of any examinations by any Governmental Authority
have been fully paid. No manager, director or officer (or employee responsible for Tax matters) of the Company expects any authority to
assess any additional Taxes against, or with respect to, the Company for any period for which Tax Returns have been filed. The Company
has not received any (i) request for information related to Tax matters from any Governmental Authority or (ii) noticeof any dispute,
claim or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Authority against, or with respect
to, the Company.


 


v.                 
There are no liens or charges for Taxes (other than for current Taxes not yet due and payable but including inheritance
Tax) upon the Stock or upon the assets of the Company.


 


vi.               
The Company has fully accrued as Liabilities in the Financial Statements or has made provisions for the payment of all Taxes
that have accrued but not yet become due.


 


vii.            
The Company is not a party to, or bound by, any Tax indemnity, Tax sharing, Tax allocation or similar agreement.


 


viii.          
The Company is not a party to, or bound by, any closing agreement, offer in compromise, concession or other agreement or
arrangement with any Governmental Authority with respect to Taxes or any matter relating thereto. The Company has not received any private
letter ruling (or any comparable ruling from any Governmental Authority) with respect to Taxes or any matter relating thereto.


 


ix.                
The Company has delivered to the Buyer correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies
assessed against or agreed to by the Company filed or received since December 31, 2016.


 


x.                 
The Company has timely and properly withheld and paid over to the appropriate Governmental Authority all Taxes required to be withheld
and paid over in connection with any amounts paid or owing to any employee, creditor, independent contractor, member, manager, equityholder
or other third party.


 






    	 	14	 



     


    

 


xi.               
The Company’s (and any predecessor of the Company) S corporation election has been valid within the meaning of Code Sections
1361 and 1362 at all times during the five-year period ending before the Closing Date.


 


xii.             
The Company is not a "controlled foreign corporation" or "passive foreign investment company," as such terms
are defined in the Code, and does not have a permanent establishment (within the meaning of an applicable Tax treaty), office or other
fixed place of business in a country other than the country in which it is organized.


 


xiii.           
The Company has no potential Tax liability under Section 1374 of the Code. The Company has not in the past five years (A) acquired
the assets from another corporation in a transaction in which the Company’s basis for acquired was determined, in whole or part,
by reference of Tax basis of acquired assets in the hands of the transferer, or (B) acquired the stock of any corporation that is qualified
as a subchapter S subsidiary.


 


xiv.            
The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any
taxable period (or portion thereof) ending after the Closing Date as a result of any:


 


(A)    
on or prior to the Closing Date;


 


(B)    
change in method of accounting for a taxable period ending on or prior to the Closing Date;


 


(C)    
use of an improper method of accounting for a taxable period ending on or prior to the Closing Date;


 


(D)    
"closing agreement" as described in Code Section 7121 (or any corresponding or similar provision of state, local, or
non-U.S. income Tax Regulations) executed on or prior to the Closing Date;


 


(E)    
intercompany transaction or excess loss account described in Regulations under Code Section 1502 (or any corresponding or similar
provision of state, local, or non-U.S. income Tax Regulations); 


 





(F)    
installment sale or open transaction disposition made on or prior to the Closing Date;


 


(G)    
prepaid amount received on or prior to the Closing Date; or


 


(H)    
election under Code Section 108(i).


 


xiv.            
The Company has not distributed the stock of another Person, or had its stock distributed by another Person, in a transaction that
was purported or intended to be governed in whole or part by Code Section 355 or Code Section 361.


 


xv.              
The Company has not been a party to, or a promoter of, a "reportable transaction" within the meaning of Code Section
6707A(c)(1) and Treasury Regulations Section l.6011- 4(b).


 


 






    	 	15	 



     


    

 


xvi.            
The Company has disclosed on its federal income Tax returns all positions taken therein that could give rise to a "substantial
understatement of income tax" within the meaning of Code Section 6662.


 


xvii.          
The Company is not a party, partner, member or otherwise subject to any joint venture, partnership, limited liability company or
other arrangement or contract that is treated as a partnership for U.S. federal income Tax purposes (excluding the Company's treatment
as such).


 


m.                
[Reserved]


 


n.                  
Compliance with Law. The Company is and has been in material compliance with all Regulations and all Governmental Orders
applicable to the Company and required in the operations of its business. Neither the Company nor any Stockholder has been charged with
violating, or has received any notice to the effect that it has violated or is not in compliance with, any such Regulations or Governmental
Orders. Neither the Company nor any Stockholder is aware of any existing circumstances that are likely to result in violations of any
of the foregoing.


 


o.                  
Permits. Schedule 3(o) sets forth a complete list of all Permits used in the operation of the Company's business
or otherwise held by the Company in connection with its business, all of which are in full force and effect as of the date hereof. The
Company has all Permits required in the operation of its business and to own, lease and operate its properties and assets, and such Permits
are in full force and effect and are owned by or issued to the Company free and clear of all Encumbrances. The Company is not in material
Default, nor has the Company received any notice of any claim of Default, with respect to any such Permit. Such Permits will not be adversely
affected by the completion of the transactions contemplated by this Agreement and the Ancillary Documents. No suspension or cancellation
of any such Permits is pending or, to the Knowledge of the Company, threatened.


 


p.                  
Litigation. There is no (and, since three years prior to the date hereof, there has not been any) audit, action, suit, claim,
arbitration, investigation (including any recoupment or offset notices) or other proceeding, including any matrimonial or similar proceeding,
of any kind by any Person ("Proceeding") pending (or, to the Knowledge of the Company, threatened) against the Company, or relating
to its activities, properties or assets or, to the Knowledge of the Company, against any officer, director or employee of the Company
or the Stockholders in connection with such officer's, director's, employee's or Stockholders' relationship with, or actions taken on
behalf of, the Company. To the Knowledge of the Company, there is no factual or legal basis for any Proceeding that would be reasonably
likely to result, individually or in the aggregate, in a material Liability for the Company. Neither the Company nor the Stockholders
is a party to, or subject to, the provisions of any Governmental Order, writ, injunction, judgment or decree of any Governmental Authority,
and there is no Proceeding by the Company currently pending or which the Company intends to initiate.


 


q.              
Labor Matters.


 


i.                   
The Company is not bound by, nor subject to (and none of its assets or properties is bound by or subject to), any written or oral,
express or implied, contract, commitment or arraignment with any labor union or other employee representative body and, to the Knowledge
of the Company, no labor union or other employee representative body has requested or has sought to represent any of the employees, Representatives
or agents of the Company.


 


ii.                 
There is no strike or other labor dispute involving the Company or, to the Knowledge of the Company, threatened or pending. The
Company has not, during the period beginning five years prior to the date of this Agreement, received any demand letters, civil rights
charges, suits, drafts of suits, administrative or other claims from any of its employees and, to the Knowledge of the Company, there
are none threatened or pending.


 


 






    	 	16	 



     


    

 


iii.               
All individuals who are performing consulting or other services for the Company are correctly classified by the Company as either
"independent contractors.”


 


iv.               
Schedule 3(q)(iv) contains a list of all employees of the Company and accurately reflects their salaries,
any other compensation payable to them (including any bonus amounts, compensation payable pursuant to any other bonus, deferred compensation
or commission arrangements), their job classification (exempt or non-exempt), their location of employment and supervisor, any agreement
relating to any such employee's employment (if other than employment at will), dates of employment, their positions, whether any such
employee is on leave of any kind (and the kind of such leave) and each employee's sick and vacation leave (or other paid time off) that
is accrued but unused. The Company has not received from any of its employees any notice terminating his or her employment with the Company
or any indication of an intention or plan to terminate his or her employment with the Company. All amounts due and payable to the employees
(present or former) of the Company as on the date of this Agreement, whether contractually or statutorily required, have been made.


 


v.                 
Schedule 3(g)(iv) contains a list of all leased or seconded employees and all independent contractors used
by the Company and any agreement relating to such relationship. Each leased or seconded employee and independent contractor listed on
Schedule 3(g)(iv) has the requisite Permits required to provide the services such independent contractor provides to the
Company.


 


vi.               
No compensation, payment or other benefit of any kind (including a promotion or an extension of any notice period) has been
granted or promised to any officer or employee of the Company in connection with the transaction contemplated herein.


 


r.                   
Intellectual Property.


 


i.                   
None of the Software or any other Intellectual property used or owned by the Company has violated or infringed upon, is violating
or infringing upon, or by conducting the Company's business as currently or previously conducted, will violate or infringe upon, any intellectual
property or other right of any third party.


 


ii.                 
Privacy. The Company's privacy practices conform, and at all times have conformed, in all material respects to its privacy
policies (whether internal, public or otherwise) and contractual commitments. The Company has complied in all material respects with all
applicable Regulations relating to (i) the privacy of users of the Company Offerings and the Company's websites, and (ii) the collection,
use, storage and disclosure of any personally identifiable information collected by the Company ("Personal Data"), and
by third parties acting on the Company's behalf or having authorized access to the Company's records. Except as required to process a
transaction or provide the Company Offerings, the Company has not disclosed, nor does it have any obligation to disclose, any Personal
Data to any third party. Neither this Agreement nor the transactions contemplated by this Agreement will violate any of the Company's
privacy policies as they currently exist or as they existed at any time during which any of the Personal Data was collected or obtained.


 


 






    	 	17	 



     


    

 


iii.               
Data Security. With respect to all data and information accessed, received, collected, controlled, processed, transmitted,
maintained, or possessed by the Company in connection with the Company Business (the "Company Data"), the Company has
at alltimes taken all steps reasonably necessary (including implementing and monitoring compliance with reasonable measures with respect
to technical and physical security) to protect such Company Data against loss and against unauthorized access, use, modification, disclosure
or other misuse. There has been no unauthorized access to, disclosure of or other misuse of Company Data. The Company has established
and is in compliance with a written information security program. The Company and its service providers' hardware, software, encryption,
systems, policies and procedures are sufficient to protect the security and confidentiality of all Company Data. Neither the Company,
nor any of its service providers, has suffered a security breach with respect to Company Data in the last five years. No breach or violation
of any security program described above has occurred or is threatened, and there has been no unauthorized or illegal use of or access
to any Company Data. The Company has not notified, nor has it been required to notify, any Person of any information security breach
involving Company Data.


 


iv.                
Social Media. The Company and the Stockholders have provided the Buyer with all user names and passwords associated with
the Company's social media accounts. The Company has complied with all terms of use, terms of service and other agreements and all associated
policies and guidelines relating to their use of any social media platforms, sites or services.


 


s.                   
Transactions with Certain Persons. (a) the Company does not have Liability for borrowed money owing to any stockholder,
employee or Affiliate of the Company; (b) no stockholder, director, consultant, employee or Affiliate of the Company has, or on the Closing
Date will have, any Liability for borrowed money owing to the Company, except for expense advances incurred in the Ordinary Course of
Business; and (c) no stockholder, director, consultant, employee, or Affiliate of the Company or, to the Company's Knowledge, any individual
related by blood, marriage, or adoption to any such Person, is a party to any material contract, agreement, arrangement or transaction
with the Company that will survive the Closing or has any material interest in any property or asset used by the Company.


 


t.                   
Insurance. Schedule 3(t) sets forth a complete and correct list of all insurance policies of the Company of
any kind currently in force and also sets forth for each insurance policy the type of coverage, the name of the insureds, the insurer,
the premium, the expiration date, the deductibles and loss retention amounts and the amounts of coverage. True, correct and complete copies
of such insurance policies have been delivered to the Buyer. All such insurance policies are in full force and effect, are not void or
voidable and insure the Company in reasonably sufficient amounts against normal risks usually insured against by Persons operating similar
businesses or properties of similar size in the localities where such businesses or properties are located. The Company does not have
any self-insurance or co-insurance programs. The Company is not in Default under any provision of, nor has the Company received notice
of cancellation of, any such insurance policy. No action has been taken or omitted to be taken by the Company that is likely to result
in an increase in premium under any such insurance policy, and all premiums due under such insurance policy have been paid. To the Company's
Knowledge, no event has occurred, including the failure by the Company to give any notice or information or by giving any inaccurate or
erroneous notice or information, that materially limits or impairs the rights of the Company under any excess liability or protection
and indemnity insurance policies. No claim is outstanding under any such insurance policy and no circumstance gives rise, or is likely
to give rise, to a claim under any such insurancepolicy.


 


u.                  
Anti-Bribery; International Matters. None of the directors, officers, agents or employees of the Company or any of their
Affiliates has, in each case in connection with the Company's business, (a) used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses, including expenses related to political activity, (b) made any unlawful payment to foreign or domestic Government
Officials or to foreign or domestic political parties or campaigns, made any bribes or kickback payments or violated any provision of
the Foreign Corrupt Practices Act of 1977, as amended, or (c) made any other unlawful payment.


 


 






    	 	18	 



     


    

 


v.                  
No Brokers. None of the Stockholders, the Company or its Affiliates, officers, directors or employees (or any officers,
directors or employees of the Company's Affiliates), has entered into, or will enter into, any contract, agreement, arrangement or understanding
with any broker, finder or similar agent or any Person which will result in an obligation of the Buyer, the Company or any of their respective
Affiliates to pay any finder's fee, brokerage fees or commission or similar payment in connection with the transactions contemplated hereby.


 


w.                
Books and Records. The Company has made and kept (and given the Buyer access to) its true, correct and complete books and
records and accounts, which, in reasonable detail, accurately and fairly reflect the activities of the Company. The minute books of the
Company previously made available to the Buyer or its Affiliates accurately and adequately reflect in all material respects all action
previously taken by the Stockholders, the officers, the Board of Directors and committees of the Board of Directors, as applicable, of
the Company. The copies of the books and records of the Company previously made available to the Buyer or its Affiliates are true, correct
and complete, and accurately reflect all transactions effected in the Stock of the Company through and including the date hereof.


 


x.                 
[Intentionally Omitted]


 


y.                  
Material Customers and Suppliers. Schedule 3(y) contains a list setting forth (a) the top ten (10) customers
of the Company, by dollar amount of revenue recognized, over the twelve (12) and twenty-four (24) months ended on the date of the Most
Recent Balance Sheet (and the amount of revenue recognized with respect to each such customer during such twelve (12) and twenty-four
(24) month period) (the "Material Customers") and (b) the top ten (10) suppliers of, and service providers to, the Company,
by dollar amount paid, over the twelve (12) months ended on the date of the Most Recent Balance Sheet (and the amount paid to each such
supplier or service provider during such twelve (12) month period) (the "Material Suppliers"). The Seller shall provide
a formal introduction of all key suppliers and top parts vendors to the Buyer within two (2) weeks from Closing.


 


z.               
Accounts Receivable; Accounts Payable.


 


i.                   
The Parties acknowledge that all "Accounts Receivable" of the Company (defined as valid obligations arising from
sales actually made or services actually performed by the Company in the Ordinary Course of Business) shall be distributed out of the
Company to the Stockholders prior to Closing. Buyer expects to receive no rights to or benefits from the Company's Accounts Receivable.
Schedule 3(z)(i) sets forth an itemized list of the Company's Accounts Receivable. The Accounts Receivable are current and
collectible. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any contract
with any obligor of any Accounts Receivable relating to the amount or validity of such Accounts Receivable.


 


ii.                 
Schedule 3(z)(ii) sets forth an itemized list of accounts payable of the Company (collectively, the "Accounts
Payable") as of the Most Recent Balance Sheet, and such list sets forth the aging of such Accounts Payable, and whether
such Accounts Payable are Work- In-Progress Accounts Payable, or ordinary Accounts Payable for Company Offerings which have already shipped.
The Parties acknowledge that except for the Work-In-Progress Accounts Payable, all Accounts payable of the Company shall be distributed
out of the Company to the Stockholders prior to Closing. The Accounts Payable are (i) valid payables arising from bona fide transactions
in the Ordinary Course of Business and (ii) carried at values determined in accordance with GAAP. There is no contest, claim, or right
of set-off under any contract with any Person owed Accounts Payable relating to the amount or validity of such Accounts Payable. At the
time of Closing, the Seller will have paid and zeroed out his account with all suppliers for all parts in Work-In-Progress Inventory
as well as any parts shipped and in receivables. The Buyer will have no cost of Work-In- Parts Inventory.


 


 






    	 	19	 



     


    

 


iii.               
The Schedules related to Accounts Receivable and Accounts Payable shall be updated to be current as of the Closing Date.


 


aa.Environmental Law.


 


i.                   
The Company has obtained each material Permit that it is or was required to obtain under any Environmental Law. The Company
is and always has been in material compliance with all Environmental Laws and the terms and conditions of all Permits issued with respect
to the Company pursuant to any Environmental Law.


 


ii.                 
Neither the Company nor any other Person for whose conduct the Company is, or could be held, responsible has received any
order, notice, or other communication (written or oral) relating to any actual, alleged, or potential violation of, or failure to comply
with, any Environmental Law, or any actual or potential Liability under Environmental Law.


 


iii.               
There are no pending or, to the Knowledge of the Company, threatened claims resulting from any Liability arising under,
or pursuant to, any Environmental Law, with respect to or affecting any of the Leased Real Property or any other asset owned or used by
the Company or in which it has or had an interest.


 


iv.               
Neither the Company nor any other Person for whose conduct the Company is, or could be held, responsible has any Liability
under Environmental Law, and no event has occurred or circumstance exists that (with or without notice or lapse of time) could result
in the Company or any other Person for whose conduct the Company is, or could be held, responsible (i) having any Liability under Environmental
Law or (ii) violating any Environmental Law.


 


v.                 
To the Knowledge of the Company, there has been no Release of Hazardous Material by the Company on or under the Leased Real
Property or any geographically, geologically, hydraulically or hydro-geologically adjoining property ("Adjoining Property").


 


iv.               
To the Knowledge of the Company, none of the Leased Real Property and no Adjoining Property, contains any (i) above-ground or underground
storage tanks or (ii) landfills, surface impoundments, or disposal areas.


 


v.                  
The Company has delivered to the Buyer copies of all reports, studies, analyses, or tests initiated by or on behalf of, or in the
possession of, the Company pertaining to (i) the environmental condition of, or Hazardous Materials in, on, or under, the Leased Real
Property or any Adjoining Property, (ii) the generation, handling, management, release, storage, transfer, transportation, treatment or
use of the Hazardous Material in the operation of the Company's business and (iii) compliance with Environmental Laws.


 


bb.Government Contracts.


 


i.                   
Company has: (i) no Government Contracts; (ii) no contractual obligation to renegotiate any Government Contract; (iii) not
been suspended or debarred from bidding on Government Contracts; (iv) not been audited or investigated by any Governmental Authority with
respect to Government Contracts; and (v) not had a Government Contract terminated by any


Governmental Authority for default or failure to perform in
accordance with applicable standards.


 


 






    	 	20	 



     


    

 


ii.                 
All Government Contracts of the Company are fully funded, none have been cancelled and none are subject to cancellation
before the expiration thereof.


 


iii.              
The Company is, and for the past seven (7) years has been, in compliance with all Regulations establishing or relating to
embargoes and sanctions of or by the United States, and has obtained and maintained, as applicable, all licenses, shipping documentation
and authorizations that are required by any Governmental Authority.


 


cc. Disclosure.
No representation or warranty of the Company or the Stockholders in this Agreement or the Ancillary Documents omits to state a material
fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading. To the
Company's Knowledge, there is no fact that has specific application to the Company (other than general economic or industry conditions)
and that materially adversely affects or materially threatens, the assets, business, prospects, financial condition, or results of operations
of the Company that has not been set forth in this Agreement or any Ancillary Document.


 


dd. Reliance.
THE STOCKHOLDERS HEREBY ACKNOWLEDGE THAT THE BUYERS HAVE ENTERED INTO THIS TRANSACTION IN EXPRESS RELIANCE UPON THE REPRESENTATIONS AND
WARRANTIES OF THE STOCKHOLDERS MADE IN THIS AGREEMENT AND THE ANCILLARY DOCUMENTS.


 


4.                  
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS: As a material inducement to the Buyer to enter into this Agreement, each
Stockholder, jointly and severally, hereby makes the following representations and warranties to the Buyer:


 


a.                  
Ownership of Stock. Each Stockholder is the beneficial and registered owner of the Stock set forth opposite such Stockholder's
name on Schedule 3(f), and each Stockholder has good and valid title to the Stock, free and clear of any Encumbrances (other
than the rights of the Buyer created hereunder). No Stockholders is a party to any agreements pursuant to which registration rights in
the equity securities of the Company have been granted, or stockholder agreements (or similar arrangements), whether written or verbal,
among any current or former stockholder of the Company. Each Stockholder represents and warrants that he has the right to sell and transfer
to the Buyer the full legal and beneficial interest in the Stock on the terms set out in this Agreement.


 


b.                  
Authority and Execution. Each Stockholder has good and sufficient legal right, power and authority to enter into and deliver
this Agreement and the Ancillary Documents and to complete the transactions to be completed by such Stockholder contemplated hereunder
and thereunder. No Stockholder requires the consent, approval or authority of any other Person to enter into or perform his obligations
under this Agreement and the Ancillary Documents and to complete the transactions to be completed by such Stockholder contemplated hereunder
and thereunder. This Agreement has been duly executed and delivered each Stockholder and constitutes the legal, valid, and binding obligation
of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles
of equity.


 


c.                   
Compliance with Other Instruments. The execution, delivery and performance of, and compliance with, this Agreement and the
Ancillary Documents and the consummation of the transactions contemplated hereby will not (a) conflict with any Regulations or Governmental
Orders applicable to any Stockholder or (b) violate, conflict with, result in any breach of, constitute a Default


under, or give to others any rights
of termination or acceleration of any material contract to which any Stockholder is a party, or result in the creation of any Encumbrance
(other than a Permitted Encumbrance) upon any of the properties or assets of such Stockholder.


 


 






    	 	21	 



     


    

 


d.                  
Stockholder Litigation. There is no Proceeding pending against any Stockholder relating to activities, properties or assets
of the Company. There is no factual or legal basis for any Proceeding that would be reasonably likely to result, individually or in the
aggregate, in a material Liability for any Stockholder or the Company. No Stockholder is a party to or subject to the provisions of any
Governmental Order, writ, injunction, judgment or decree of any Governmental Authority and there is no Proceeding by any Stockholder currently
pending or which any Stockholder intends to initiate relating to activities, properties or assets of the Company.


 


e.                   
Taxes.


 


i.                    
Each Stockholder has timely paid, or will cause to be timely paid, all Taxes required to be paid by such Stockholder with respect
to the Company (whether or not shown as due on any Tax Returns) and no penalties, fines or interest in respect of such Taxes have beenincurred.


 


ii.                  
Each of the Stockholders represents each of the following:


 


(A)             
no claim has been made by any Governmental Authority in any jurisdiction where any Stockholder does not file Tax Returns that such
Stockholder is, or may be subject to, Tax by that jurisdiction with respect to the Company, and the Stockholders have no Knowledge that
any such claim is being contemplated; and


 


(B)              
no claim for assessment or collection of Taxes is presently being asserted against any Stockholder, and there is no presently pending,
ongoing, contemplated or planned audit, examination, refund claim, litigation, Proceeding, proposed adjustment or matter in controversy
(whether administrative, judicial or otherwise), related to any Taxes with respect to the Company, including but not limited to any items
of income, gain, loss or deduction of the Company.


 


iii.         
All deficiencies asserted or assessments made against any Stockholder as a result of any examinations by any Governmental Authority
with respect to the Company have been fully paid. No Stockholder expects any authority to assess any additional Taxes against or with
respect to the Company for any period for which Tax Returns have been filed. No Stockholder has received any


(i) request for information related
to Tax matters from any Governmental Authority or (ii) notice of any dispute, claim or proposed adjustment for any amount of Tax proposed,
asserted, or assessed by any Governmental Authority against or with respect to the Company.


 


f.                   
No Brokers. Neither the Stockholders, nor any of the Stockholders' Affiliates, have entered into or will enter into, any
contract, agreement, arrangement or understanding with any broker, finder or similar agent or any Person which will result in an obligation
of the Buyer, the Company, the Stockholders or any of its Affiliates to pay any finder's fee, brokerage fees or commission or similar
payment in connection with the transactions contemplated hereby.


 


5.                  
REPRESENTATIONS AND WARRANTIES OF BUYER: As a material inducement to the Company and the Stockholders to enter into this Agreement,
the Buyer hereby jointly and severally make the following representations and warranties to the Company.


 


a.                  
Authority. Buyer has the full right, power and authority to execute, deliver and perform this Agreement and all actions
and transactions contemplated hereby.


 


 






    	 	22	 



     


    

 


b.                  
Validity. This Agreement constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms. Neither
the execution and delivery nor the performance of this Agreement will result in any breach of any term or provision of any contract, agreement,
indenture or other instrument, or any judgment, decree or order of any court to which the Buyer would be bound.


 


6.                  
CONDITIONS PRECEDENT TO OBLIGATIONS OF COMPANY AND STOCKHOLDERS HEREUNDER: The Stockholders' and Company's obligations to consummate
Closing hereunder are subject to the fulfillment of all the following conditions prior to Closing:


 


a.                   
No Breach of Representations and Warranties. Buyer's representations and warranties contained in this Agreement shall be
true on the Closing Date as though such representations and warranties were made at such time. Any breach of a representation or warranty
by the Buyer shall be subject to a thirty (30) day cure period following written notice, before such breach shall be deemed a failure
of this condition.


 


In the
event that the Stockholders and/or the Company are unwilling to consummate Closing hereunder due to the failure of any of the above conditions,
the Stockholders and the Company shall not be obligated to consummate Closing, and the Stockholders and the Company may terminate their
obligations under this Agreement by delivering to Buyer written notice of termination prior to or on the Closing Date, in which event
no Party hereunder shall thereafter have any further obligation or liability whatsoever under this Agreement.


 


7.                   
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER HEREUNDER: The Buyer’s obligations to consummate Closing hereunder are subject
to the fulfillment of all the following conditions prior to Closing:


 


a.                   
No Breach of Representations and Warranties. Stockholders’ and the Company’s representations and warranties
contained in this Agreement shall be true on the Closing Date as though such representations and warranties were made at such time. Any
breach of a representation or warranty by a Shareholder or the Company shall be subject to a thirty (30) day cure period following written
notice, before such breach shall be deemed a failure of this condition.


 


In the event
that the Buyer is unwilling to consummate Closing hereunder due to the failure of any of the above conditions, the Buyer shall not be
obligated to consummate Closing, and the Buyer may terminate its obligations under this Agreement by delivering to Company written notice
of termination prior to or on the Closing Date, in which event no Party hereunder shall thereafter have any further obligation or liability
whatsoever under this Agreement.


 


8       CLOSING:
Closing under this Agreement ("Closing") shall take place promptly following the completion of all conditions set forth
in Sections 6 and 7 of this Agreement to the satisfaction of Buyer, with Buyer having the discretion to waive any such conditions. The
Parties intend that Closing will occur on or sometime before September 15, 2021 (the "Closing Date"). Closing shall take
place at such place as shall be mutually agreed to by the Parties. Except as otherwise provided in this Agreement, the time for Closing,
and all other times set forth in this Agreement are hereby agreed to be of the essence of this Agreement.


 


a.                   
The Stockholders' and the Company's Closing Deliverables. At the Closing, the Stockholders and the Company shall deliver,
or cause to be delivered, to the Buyer:


 






    	 	23	 



     


    

 


 


i.                   
Closing Certificate. A certificate, dated the Closing Date and signed by an authorized executive officer of the Company,
(i) attaching and certifying as to the good standing certificates for the Company, dated no more than ten (10) calendar days prior to
Closing, from the Arizona Corporation Commission, and any other secretary of state or comparable Government Official in the jurisdictions
in which the Company is qualified to do business, and (ii) attaching and certifying as to the resolutions duly adopted by the Board of
Directors of the Company and the Stockholders authorizing the Company's execution, delivery and performance of this Agreement and the
Ancillary Documents to which the Company is a party and the Company's consummation of the transactions contemplated by this Agreement
and the Ancillary Documents.


 


ii.                 
Consents and Approvals. In form and substance satisfactory to the Buyer: (i) all Permits from, and consents and requisite
notifications of, Governmental Authorities that are required for the consummation of the transactions contemplated hereby, and (ii) the
consents of third parties set forth on Schedule 8(a)(ii) hereto.


 


iii.               
Indebtedness/Liens.


 


(A)             
Pay-off letters and lien releases (including any UCC termination statements), in form and substance satisfactory to the Buyer,
from each lender or other third party with respect to the Indebtedness set forth on Schedule 2(d)(i) and any Encumbrances
on the Stock or the assets of the Company (each a "Pay-Off Letter"), which Pay-Off Letter will specify the aggregate
amount of Indebtedness to such lender or third party that will be outstanding as of the Closing Date and wire transfer information for
such lender or third party.


 


(B)             
Evidence in a form and substance satisfactory to the Buyer that any Indebtedness of the Company not set forth on Schedule 2(d)(i)
has been paid off. The only shareholder loan of record issued by the Company to Thomas McCarthy will be paid off as part of the Acquisition
Consideration.


 


iv.            
Stock Power. In accordance with Section 2(d)(ii), the duly executed Stock Powers.


 


v.                  
Resignations. Written resignations, effective as of the Closing Date, of the officers, directors, managers and secretaries
(as applicable) of the Company set forth on Schedule 8(a)(v).


 


vi.                
FIRPTA. A non-foreign affidavit from each Stockholder dated as of the Closing Date, sworn under penalty of perjury and in
form and substance required under Regulations issued pursuant to Section 1445 of the Code, stating that the Stockholder is a not "foreign
person" as defined in Section 1445 of the Code.


 


vii.              
Additional Documentation. The Company and the Stockholders shall have delivered such other customary instruments of transfer,
assumption, filings or documents, in a form and substance reasonably satisfactory to the Buyer, as may be required to consummate the transactions
contemplated hereby.


 


b.                     
Other Conditions. All the items set forth in Section 8(a) shall be delivered.


 


In the
event that Buyer is unwilling to consummate Closing hereunder due to the failure of any of the above conditions, the Buyer shall have
the right to terminate this Agreement by delivering to the Company and Stockholders written notice of termination, whereupon no party
hereunder shall thereafter have any further obligation or liability whatsoever under this Agreement. If any of the foregoing conditions
are unmet and are under the control of, or dependent upon the action of the Company or the Stockholders, Buyer shall have the option
to waive the performance of such unmet conditions, and require the transactions described in this Agreement to proceed to Closing.


 


 






    	 	24	 



     


    

 


9.                     
INDEMNIFICATION:


 


i.                       
Obligation of Parties to Indemnify.


 


1.                  
Indemnification by Stockholders. The Stockholders shall jointly and severally indemnify the Buyer and its partners, employees,
agents and Affiliates (the "Buyer Indemnified Parties") from and against any and all claims, losses, damages, liabilities,
obligations or expenses, including legal fees and expenses, incurred or suffered (collectively, "Losses"), to the extent
arising or resulting from any of the following:


 


A.                
any breach by a Stockholder of any of his or her representations and warranties in this Agreement;


 


B.                 
any breach by a Stockholder of any of his or her covenants or agreements in this Agreement;


 


C.                 
any Losses, including but not limited to Losses relating to taxes, suffered or incurred by any Buyer Indemnified Party after the
Closing hereunder arising from or relating to any debts, obligations or liabilities of the Company or the Stockholders' operation of the
Company Business prior to Closing, other than any Liabilities expressly assumed pursuant to this Agreement; or


 


D.                
any action, obligation, liability or debt of the Company.


 


2.                  
Indemnification by Buyer. Buyer shall indemnify the Stockholders, their agents and their Affiliates (the "Seller
Indemnified Parties") from and against any and all Losses, to the extent arising or resulting from any of the following:


 


A.                
any breach by Buyer of any of Buyer's representations, warranties, covenants or agreements in this Agreement; or


 


B.                 
any Losses suffered or incurred by any Seller Indemnified Party after the Closing hereunder arising from or relating to the operation
of the Company Business after Closing, and any Liabilities expressly assumed pursuant to this Agreement.


 


3.              
Administration of Indemnification. For purposes of administering the indemnification provisions set forth in this Section
9, the following procedure shall apply:


 


a.                     
Whenever a claim shall arise for indemnification under this Section 9, the party entitled to indemnification (the "Indemnified
Party") shall reasonably promptly give written notice (a "Claim Notice") to the party from whom indemnification
is sought (the "Indemnifying Party") setting forth in reasonable detail, to the extent then available, the facts concerning
the nature of such claim and the basis upon which the Indemnified Party believes that it is entitled to indemnification hereunder.


 


 






    	 	25	 



     


    

 


b.                     
In the event of any claim for indemnification resulting from or in connection with any claim by a third party, the Indemnifying
Party shall be entitled, at its sole expense, either (a) to participate in defending against such claim or (b) to assume the entire defense
with counsel which is selected by it and which is reasonably satisfactory to the Indemnified Party provided that (1) the Indemnifying
Party agrees in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of
such claim or proceeding and (2) no settlement shall be made and no judgment consented to without the prior written consent of the Indemnified
Party which shall not be unreasonably withheld (except that no such consent shall be required if the claimant is entitled under the settlement
to only monetary damages actually paid by the Indemnifying Party). If, however, representation of both parties by the same counsel would
otherwise be inappropriate due to actual or potential conflicts of interests between them, then the Indemnified Party shall be entitled
to engage separate legal counsel to defend the Indemnified Party against such claim at the sole expense of the Indemnifying Party.


 


c.                     
If the Indemnifying Party does not choose to defend against a claim by a third party, the Indemnified Party may defend in such
manner as it deems appropriate or settle the claim (after giving notice thereof to the Indemnifying Party) on such terms as the Indemnified
Party may deem appropriate, and the Indemnified Party shall be entitled to periodic reimbursement of defense expenses incurred and prompt
indemnification from the Indemnifying Party in accordance with this Section 9.


 


d.                     
Failure or delay by an Indemnified Party to give a reasonably prompt Claim Notice (if given prior to expiration of any applicable
survival period) shall not release, waive or otherwise affect an Indemnifying Party's obligations with respect to the claim, except to
the extent that the Indemnifying Party can demonstrate actual and material loss or prejudice as a result of such failure or delay.


 


ii.                       
Survival of Representations and Warranties. The representations and warranties of the Company, the Stockholders and of the
Buyer contained in this Agreement shall, without regard to any investigation made by any party, survive the Closing Date for two (2) years
thereafter; except that the representations and warranties made (a) in Sections 3(a), 3(b), 3(c), 3(d), 3(f), 3(g), 4(a), 4(b), 4(e),
5(a) and 5(b) shall survive the Closing Date indefinitely, and (b) in Section 3(k) and 3(1) shall survive the Closing Date until the expiration
of all applicable statutes of limitation. The covenants and agreements of the parties contained in this Agreement shall survive until
they have been fully satisfied or otherwise discharged.


 


iii.                       
Release.


 


1.               
Effective from and after the Effective Time, each Stockholder, on behalf of such Stockholder and his or her Affiliates (other
than the Company), Representatives, successors, heirs, spouses, assigns and all other Persons claiming by, through, for or under the
Stockholders, or on behalf of the Stockholders (such other Persons collectively, the "Stockholder Related Parties" and
together with the Stockholders, the "Releasing Parties"), hereby irrevocably and unconditionally releases, cancels,
discharges and acknowledges to be fully and finally satisfied any and all claims, demands, actions or causes of action for payment or
performance of any debt, account, covenant, contract, promise, loss reimbursement, compensation, Liability or expense, including attorney's
fees, of any and every kind, nature or description whatsoever, at law or in equity (collectively, a "Releasable Claim")
that such Releasing Party may have had or may now have or assert against the Company or any of its present and former Representatives,
Affiliates, predecessors, successors and assigns (collectively, the "Released Parties"), that are on account of any
matter whatsoever (including any employment or service to the Company and compensation related thereto) arising prior to the Effective
Time or attributable to such period (whether such Releasable Claims are known or unknown, knowable or unknowable, suspected or unsuspected)
(all Releasable Claims released in this Section 9(iii) are referred to as the "Released Claims"). Without limiting
the generality of the foregoing, Released Claims shall include any and all Releasable Claims arising out of or relating to (i) any issuances,
redemptions or repurchases by the Company, or any of its current or former Affiliates of any securities, (ii) any sales, pledges, hypothecations
or other transfers of Stock or other securities of the Company, or any of its current or former Affiliates by the Stockholders to any
Person and (iii) any violations of the Certificate of Incorporation, the Bylaws or any other organizational documents of the Company
or any of its current or former Subsidiaries or Affiliates. TO THE FULLEST EXTENT PERMITTED BY REGULATIONS, EACH STOCKHOLDER WAIVES THE
BENEFIT OF ANY PROVISION OF REGULATIONS TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DID
NOT KNOW OR SUSPECT TO EXIST TO THE RELEASING PARTY'S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY THE RELEASING PARTY
MAY HAVE AFFECTED THE RELEASING PARTY'S SETTLEMENT WITH THE RELEASED PARTY.


 






    	 	26	 



     


    

 


2.                 
Notwithstanding the foregoing, nothing contained in Section 9(iii) will be deemed to waive, release, alter or otherwise
impair any rights or claims of the Stockholders arising under this Agreement or Ancillary Document to which theStockholders are party.


 


3.                  
Each Stockholder agrees that no Releasing Parties, nor anyone claiming by, through, for or under them or on their behalf will bring,
file, institute, prosecute, maintain, participate in, or recover upon, either directly or indirectly, or encourage or benefit from the
institution of, any Proceeding against any Released Party, in or before any Governmental Authority, arbitrator or mediator for or relating
to any of the Released Claims. Each Stockholder represents that neither he, nor any other Releasing Party, has filed orcaused to be filed
any Releasable Claim of any kind against any Released Party, which is now pending with any Governmental Authority or mediator. Each Stockholder
further represents that he has not transferred or assigned any Releasable Claims or Released Claims to any Person.


 


10.                  
NONCOMPETITIVE COVENANTS: To obtain the benefits of the transactions contemplated by this Agreement and in order to induce
the Buyer to enter into this Agreement, each of the Stockholders covenants and agrees as follows:


 


i.                       
For a period of five (5) years after Closing, each Stockholder shall not engage, either directly or indirectly, in any manner or
capacity, as principal, agent, partner, officer, director, investor, sponsor, shareholder of the shares of any corporation, lender or
otherwise, own, manage, operate, control, participate in or be connected in any manner with the ownership, management, operation, financial
banking or control of any business involving practices and activities similar to or competitive with the Company Business, anywhere within
a radius of five hundred (500) miles from the Company's principal place ofbusiness.


 


ii.                        
For a period of five (5) years after Closing, each Stockholder shall not alone, or in any capacity with another, directly or indirectly,
canvas, solicit, service, accept business from, do business with, or in any way interfere or attempt to interfere with any customer or
prospective customer of the Company Business who was a customer or prospective customer on the date of Closing or at any time within two
(2) years prior to that date. In addition, each Stockholder will not, for a period of five


(5) years after Closing, encourage
or entice any employee of the Company Business to accept employment from, or serve in a similar capacity with, any other company or other
concern which is competitive with the Business.


 


iii.                       
In the event that a Stockholder violates any of the restrictions set forth in this Section 11, the Buyer shall be entitled to
pursue any remedies available under applicable laws in force at the time of such violation, including but not limited to, an accounting
and payment over to Buyer of all profits which the violating party has realized as a result of any such violation, injunctive relief,
damages for loss of business or clientele, attorneys' fees and reimbursement of the costs incurred by Buyer as the result of the institution
of legal proceedings against theviolating party.


 


 






    	 	27	 



     


    

 


11.                  
OTHER IMPORTANT PROVISIONS:


 


i.              
Specific Performance. The Company and the Stockholders agree and acknowledge that, due to the unique nature of the Stock,
and the subject matter of this Agreement, Buyer will be irreparably damaged in the event of a breach of this Agreement by the Company
or the Stockholders, which damage cannot be adequately compensated or remedied except by specific performance of this Agreement. In the
event that the Company or the Stockholders fail or refuse to perform, or are otherwise in default of their obligations hereunder or under
any related agreement, it is agreed that Buyer shall have, in addition to any other remedy available to Buyer, the right to obtain temporary
and permanent performance of such obligation or injunctive relief, as may be applicable, without any showing of any actual damage orinadequacy
of legal remedy.


 


ii.                       
Expenses. Each of the Parties hereto shall pay its own legal, accounting and other fees and expenses incurred in connection
with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant hereto and the consummation
of the transactions contemplated hereby and any other costs and expenses incurred by such party, except as otherwise expressly set forth
herein.


 


iii.                       
Notices. All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be
deemed to have been duly given (a) five (5) business days following sending by registered or certified mail, postage prepaid, (b) when
sent, if sent by facsimile, provided that the facsimile transmission is promptly confirmed by telephone, (c) when delivered, if delivered
personally to the intended recipient, and (d) one (1) business day following sending by overnight delivery via a national courier service
and, in each case, addressed to a party at the following address for such party:


 


To Buyer:


 


DarkPulse, Inc.


c/o: Dennis O’Leary, CEO


1345 Ave of the Americas 2nd Floor


New York, NY 10105


 


With copy to (which shall not constitute notice):


 


Business Legal Advisors, LLC


c/o: Brian Higley, Esq.


14888 Auburn Sky Drive


Draper, UT 84020


 


To Company:


 


TJM West Electronics, Inc.


c/o: Thomas McCarthy, President


2579 Finley Ave Bristol,
PA 19020


 


 






    	 	28	 



     


    

 


To Stockholders:


 


Thomas McCarthy


2579 Finley Ave Bensalem, PA 19020


 


Donna McCarthy


John McCarthy


Thomas McCarthy


Frank
Baisden


 


With copy to (which shall not constitute notice):


 


Gregory Rice 463 Eaton Rd


Drexel Hill, PA 19026


 


iv.                       
Waiver. Any provision of this Agreement may be waived only in a writing, which waiver may be signed only by the party granting
such waiver. No course of dealing between the Parties shall be effective to amend or waive any provision of this Agreement.


 


v.                       
Amendments and Modifications. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed
by each party hereto.


 


vi.                       
Entire Agreement. This Agreement, the exhibits and schedules hereto constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.


 


vii.                       
Assignment. This Agreement may not be assigned by any Party hereto without the written consent of the other Parties; provided,
however, that Buyer may assign its rights and obligations under this Agreement without the consent of the other Parties to one (1) or
more Affiliates of Buyer so long as Buyer also remains liable for Buyer's obligations under this Agreement.


 


viii.                       
Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto their successors
and permitted assigns, and, except as contemplated by this Section, nothing in this Agreement, express or implied, is intended to or shall
confer upon any other person or persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.


 


ix.                       
Interpretation. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provisions of this Agreement.


 


x.                       
Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the parties shall negotiate in good faith with a view to the
substitution therefor of a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid provision; provided, however, that the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights
and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.


 


xi.                       
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to any applicable principles of conflicts of laws.


 


 






    	 	29	 



     


    

 


xii.                       
Submission to Jurisdiction. Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement or
the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State
of New York in each case located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction
of such courts in any such suit, action, proceeding, or dispute.


 


xiii.                       
Attorney Fees. In the event of any dispute between the parties concerning the terms and provisions of this Agreement, the
party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable
attorneys’ fees.


 


xiv.                       
Counterpart Execution. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.


 


xv.                       
Further Assurances. After the Closing Date, the Stockholders, at the request and expense of Buyer, shall execute, acknowledge
and deliver to Buyer without further consideration, all such further assignments, conveyances, endorsements, consents and other documents
as Buyer may reasonably request (a) to transfer to and vest in Buyer and protect its right, title and interest in, all of the Stock and
the assets used in the Company Business, (b) obtain any consent required to an assignment of a Contract or Permit, and (c) otherwise to
consummate the transactions contemplated by this Agreement.


 


[SIGNATURES ARE ON THE FOLLOWING
PAGE]


 


 






    	 	30	 



     


    

 


WIN
WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement on the day and year first above written.


 


 





BUYER:


 


DARKPULSE, INC.


 


 


By: /s/ Dennis O’Leary, CEO                        


Dennis O’Leary, CEO


 


 


TJM ELECTRONICS WEST, INC.


 


 


By: /s/ Thomas McCarthy                             


Thomas McCarthy, President




 


 


STOCKHOLDERS:


 


 


/s/ Thomas McCarthy                                   


Thomas McCarthy


 


 


/s/ John McCarthy                                        




John McCarthy


 


 


/s/ Donna McCarthy                                    


Donna McCarthy


 


 


/s/ Frank Baisden                                         


Frank Baisden


 


 


 





 






    	 	31	 



     


    

 


 


Schedule 3(f)(i)


 


Capitalization


 


Stockholders of record: Thomas McCarthy
(58 shares), John McCarthy (30 shares), Donna McCarthy (15 shares), Frank Baisden (10 shares)


 


 


 


 


 


 


 






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