Exhibit 10.4


 


STOCK PURCHASE EXCHANGE AGREEMENT


 


BY AND BETWEEN


 


DALRADA FINANCIAL CORPORATION


 


And


 


SELLING SHAREHOLDERS


OF 


PRAKAT INC. (Texas)


 


 


 


THIS STOCK PURCHASE
EXCHANGE AGREEMENT, (the “Agreement”) is made as of the ____ day of January, 2020, (the “Effective Date”),
by and between DALRADA FINANCIAL CORPORATI0N, a public company and Delaware corporation which maintains a business address
at 600 La Terraza Blvd., Escondido, California 92025 (herein “DFCO” and/or “Buyer”), and the Selling
Shareholders of PRAKAT INC. (Texas), a Texas corporation, (herein the “Company”) who hold issued and
outstanding shares of the Company, (herein jointly the “Selling Shareholders” and singularly the “Selling
Shareholder”), whose names and respective number of Company common equity shares owned, (“Owned Shares”)
and percentage of ownership represented by the Owned Shares, are set forth on Schedule A, attached hereto and thereby made
a part of this Agreement as if set forth in full herein. All of the above parties are from time to time referred to herein singularly
as a “Party” and jointly as the “Parties.”


 


RECITALS


 


WHEREAS, the Company has total authorized
common shares in the amount of ____________________, (the “Authorized Shares”); and


 


WHEREAS FURTHER, the Company has
issued a total of Nine Million (9,000,000) common equity shares, (“Issued Shares”) held in the aggregate by
the Selling Shareholders, all of which are free of any liens and encumbrances of any type or kind; and


 


WHEREAS FURTHER, the Selling Shareholders
of the Company wish to sell to the Buyer all of their respective Owned Shares of the Company as set forth on Schedule A and
Buyer is desirous of acquiring up to One Hundred Percent (100%) of the Selling Shareholders Owned Shares, all pursuant to the terms,
covenants and conditions contained in the Agreement; and


 


NOW, THEREFORE, in consideration
of the mutual promises, terms, covenants and conditions contained herein, the sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:


 


 


 






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AGREEMENT


 


	1.	Purchase and Sale of Shares 


 


Subject to the terms and conditions of
this Agreement, at the Closing (as defined in Section 3 of this Agreement), the Selling Shareholders shall each sell, convey, transfer,
and assign, upon the terms and conditions hereinafter set forth, to Buyer, free and clear of all liens, pledges, claims, and encumbrances
of every kind, nature and description, and Buyer shall purchase and accept from the each Selling Shareholder their Owned Shares,
of the outstanding capital stock of the Company.


 


	2.	Purchase Price 


 


		(a)	The consideration to be paid by Buyer, for up to One Hundred Percent (100%) of the Issued Shares,
shall be the aggregate consideration of Five Million common shares of Buyer, (the “Purchase Price” and/or
“Purchase Shares”). Each Selling Shareholder shall receive a percentage of the Purchase Shares equal to the
percentage of the Company’s common shares owned by each Selling Shareholder as set forth on Schedule A of this Agreement.



 


		(b)	Within Forty-Eight Hours (48) of the Closing, the Buyer shall instruct its Transfer Agent, Standard
Transfer Company, located in Salt Lake City, Utah, United States, to issue each Selling Shareholder a number of the Buyer’s
common shares equal to each Selling Shareholder’s Purchase Shares.



 


		(c)	The Selling Shareholders’ Purchase Shares shall be issued in the name of the Selling Shareholder
as it appears on Schedule A.



 


	3.	Closing 


 


The consummation of the purchase and sale
of the Owned Shares and Purchase Shares contemplated herein (the “Closing”) shall take place on the ______
day of January, 2020, via telephone conference, or at such other time and place as the Buyer and the Selling Shareholders agree
upon orally or in writing. The date upon which the Closing occurs is referred to herein as the “Closing Date”.


 


	4.	Representations and Warranties of the Selling Shareholders 


 


The Selling Shareholders, jointly and severally,
represent and warrant to the Buyer as of the date hereof as follows:


 


	 	4.1	Shareholder Matters 


 


	 	4.1.1	Good Title 


 


The Selling Shareholders own the Owned
Shares, which represent the percentage of the Issued Shares as set forth on Schedule A. Such Owned Shares are owned free and clear
of any lien, encumbrance, adverse claim, restriction on sale, transfer or voting (other than restrictions imposed by applicable
securities laws), preemptive right, option or other right to purchase, and upon the consummation of the sale of such Owned Shares
as contemplated hereby, the Buyer will have good title to such Owned Shares, free and clear of any lien, encumbrance, adverse claim,
restriction on sale, transfer or voting (other than restrictions imposed by applicable securities laws), preemptive right, option
or other right to purchase.


 


 


 






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	 	4.1.2	Authority 


 


The Selling Shareholders have all requisite
power, right and authority to enter into this Agreement to consummate the transaction contemplated hereby and thereby, and to sell
and transfer the Owned Shares without the consent or approval of any other person, corporation, partnership, joint venture, organization,
other entity or governmental or regulatory authority (“Person”). The Selling Shareholders have taken,
or will take prior to the Closing, all actions necessary for the authorization, execution, delivery and performance of this Agreement
and the other Transaction Documents as may be required.


 


	 	4.1.3	Enforceability 


 


This Agreement will be, duly executed and
delivered by the Selling Shareholder, and this Agreement is the legal, valid and binding obligation of the Selling Shareholder,
enforceable against the Selling Shareholder in accordance with their terms.


 


	 	4.1.4	No Approvals or Notices Required; No Conflicts 


 


The execution, delivery and performance
of this Agreement by the Selling Shareholders, and the consummation of the transactions contemplated hereby and thereby, will not
(a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law, judgment,
decree, order, regulation or rule of any court, agency or other governmental authority applicable to the Selling Shareholders,
(b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, (c) result in a
default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation
in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance,
obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject,
or (d) result in the creation of any lien or encumbrance upon the assets of the Selling Shareholders, or upon the Shares or other
securities of the Company.


 


	 	4.41.5	Securities Law Representations and Warranties 


 


The Selling Shareholders have been advised
that the Purchase Shares are not registered under the Securities Act of 1933 (the “Act”), or applicable
state securities laws, but are being issued pursuant to exemptions from such laws, and that the Buyer’s reliance upon such
exemptions is predicated in part on the Selling Shareholders’ representations contained herein. The Selling Shareholders
acknowledge that the Buyer is relying in part upon the Selling Shareholders’ representations and warranties contained herein
for the purpose of qualifying the issuance of the Securities for applicable exemptions from registration or qualification pursuant
to federal or state securities laws, rules and regulations.


 


	 	(a)	Acquired Entirely for Own Account 


 


The Purchase Shares representing will be
acquired for the Selling Shareholders’ own account, not as a nominee or agent, and not with a view to distributing all or
any part thereof. The Selling Shareholders have no present intention of selling, granting any participation in or otherwise distributing
any of the Purchase Shares in a manner contrary to the Act or any applicable state securities law. The Selling Shareholders do
not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person
or to any third person with respect to any of the Owned Shares.


 


	 	(b)	Due Diligence 


 


The Selling Shareholders have been solely
responsible for their own due diligence investigation of the Buyer and its business, and their analysis of the merits and risks
of the investment made pursuant to this Agreement, and are not relying on anyone else’s analysis or investigation of the
Buyer, its business or the merits and risks of the Common Stock other than professional advisors employed specifically by the Selling
Shareholders to assist the Selling Shareholders.


 


 


 






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	 	(c)	Access to Information 


 


The Selling Shareholders believe they have
been given access to full and complete information regarding the Buyer, including, in particular, the current financial condition
and assets of the Buyer and the risks associated therewith, and has utilized such access to their satisfaction for the purpose
of obtaining information about the Buyer; particularly, the Selling Shareholders have either attended or been given reasonable
opportunity to attend a meeting with the senior executives of the Buyer, for the purpose of asking questions of, and receiving
answers from, such persons concerning the terms and conditions of the issuance of the Purchase Shares and to obtain any additional
information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Selling Shareholders
about the Buyer. No such investigation, however, shall qualify in any respect the representations and warranties of the Buyer in
this Agreement.


 


	 	(d)	Sophistication 


 


The Selling Shareholders, either alone
or with the assistance of their professional advisor, are sophisticated investors, are able to fend for themselves in the transactions
contemplated by this Agreement, and have such knowledge and experience in financial and business matters that they are capable
of evaluating the merits and risks of the prospective investment in the Common Stock.


 


	 	(e)	Suitability 


 


The investment in the Purchase Shares is
suitable for the Selling Shareholders based upon their investment objectives and financial needs, and the Selling Shareholders
have adequate net worth and means for providing for their current financial needs and contingencies and have no need for liquidity
of investment with respect to the Purchase Shares. The Selling Shareholders’ overall commitment to investments that are illiquid
or not readily marketable is not disproportionate to their net worth, and investment in the Common Stock will not cause such overall
commitment to become excessive.


 


	 	(f)	Professional Advice 


 


The Selling Shareholders have obtained,
to the extent they deem necessary, their own professional advice with respect to the risks inherent in the investment in the Purchase
Shares, the condition of the Buyer and the suitability of the investment in the Purchase Shares in light of the Selling Shareholders’
financial condition and investment needs.


 


	 	(g)	Ability to Bear Risk 


 


The Selling Shareholders are in a financial
position to purchase and hold the Purchase Shares and are able to bear the economic risk and withstand a complete loss of their
investment in the Purchase Shares.


 


	 	(h)	Restricted Securities 


 


The Selling Shareholders realize that (a)
the Purchase Shares have not been registered under the Act, is characterized under the Act as “restricted securities”
and, therefore, cannot be sold or transferred unless subsequently registered under the Act or an exemption from such registration
is available, and (b) there is presently no public market for the Purchase Shares and the Selling Shareholders would most likely
not be able to liquidate their investment in the event of an emergency or to pledge the Purchase Shares as collateral security
for loans. The Selling Shareholders’ financial condition is such that it is unlikely that the Selling Shareholders would
need to dispose of any of the Purchase Shares in the foreseeable future. In this connection, the Selling Shareholders represent
that they are familiar with Rule 144 of the Securities and Exchange Commission (the “SEC”), as presently
in effect, and understand the resale limitations imposed thereby and by the Act.


 


 






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	5.	Representations and Warranties of Buyer 


 


The Buyer represents and warrants to the
Selling Shareholders as follows:


 


	 	5.1	Organization, Good Standing, etc. 


 


The Buyer is a public corporation, duly
organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority
to own, operate and lease its assets and to carry on its business as it is now conducted.


 


	 	5.2	Authority 


 


The Buyer has full power and authority
to execute and deliver this Agreement to which it is a party and to perform its obligations hereunder and thereunder. The execution
and delivery by the Buyer of this Agreement, the performance by the Buyer of its obligations hereunder and thereunder and the consummation
by the Buyer of the transactions contemplated hereby and thereby have been duly authorized. This Agreement constitutes a valid
and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms when executed and delivered by
the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective
terms.


 


	 	5.3	No Conflict 


 


The execution, delivery and performance
of this Agreement by the Buyer and the consummation of the transactions contemplated hereby or thereby by the Buyer will not (a)
violate, conflict with, or result in any breach of, any provision of the Buyer’s articles of incorporation or bylaws; (b)
violate, conflict with, result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both,
would constitute a default) under any contract or judgment to which the Buyer is a party or by which it is bound or (c) violate
any applicable law, statute, rule, ordinance or regulation of any governmental body.


 


	6.	Miscellaneous 


 


	 	64.1	Assignment 


 


No party may assign any of its rights or
obligations hereunder without the prior written consent of the other party. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, legal representatives, successors and assigns.


 


	 	64.2	Arbitration 


 


Any claims or disputes arising out of this
Agreement which cannot be resolved amicably between the parties shall be settled by submission to the American Arbitration Association
(the “AAA”) for binding arbitration to be conducted in San Diego, California. The arbitration shall be
conducted by one arbitrator mutually agreed upon by the parties, or, if the parties cannot agree, chosen in accordance with the
AAA rules, and resolution of the dispute by such arbitrator shall be binding and conclusive upon the parties. On prior leave of
the arbitrator, the parties may engage in limited discovery, including limited depositions. Any award made pursuant to this Section
74.2 may be entered in and enforced by any court having jurisdiction, and the parties consent and commit themselves to the jurisdiction
of the courts of the State of Washington for the purpose of the enforcement of any such award. The arbitrator shall award attorneys’
fees and costs to the substantially prevailing party. The fees of the arbitrator shall be borne equally by the parties except that,
in the discretion of the arbitrator, any award may include a party’s share of such fees.


 


 


 






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	 	6.3	Entire Agreement 


 


This Agreement embodies and constitutes
the entire understanding among the parties with respect to the transactions contemplated by this Agreement, and all prior or contemporaneous
agreements, understandings, representations and statements between the parties, oral or written, are merged into and superseded
by this Agreement.


 


	 	64.4	Modification and Waiver 


 


Neither this Agreement nor any of its provisions
may be modified, amended, discharged or terminated except in writing signed by the party against which the enforcement of such
modification, amendment, discharge or termination is sought, and then only to the extent set forth in such writing. No failure
of a party to insist upon strict performance by the other party of any of the terms and conditions of this Agreement shall constitute
or be deemed to be a waiver of any such term or condition, or constitute an amendment or waiver of any such term or provision by
course of performance, and each party, notwithstanding any failure to insist upon strict performance, shall have the right thereafter
to insist upon strict performance by the other party of any and all of the terms and conditions of this Agreement. Any party may,
in its sole and absolute discretion, waive, only in writing, any condition set forth in this Agreement to such party’s obligations
under this Agreement which is for the sole benefit of the waiving party, in which event the non-waiving party or parties shall
be obligated to close the transaction upon all of the remaining terms and conditions of this Agreement.


 


	 	64.5	Notices 


 


Any notice required or permitted under
this Agreement shall be in writing, and shall be delivered personally or sent by first class certified mail, or by air courier,
postage or other charges prepaid, to the parties at the following addresses: To Buyer at the address first written herein above;
and to the Selling Shareholder to the address set forth below their signature at the end of this Agreement; or to such other address
or addresses as the parties may from time to time specify in writing.


 


	 	64.6	Governing Law; Severability 


 


This Agreement shall be governed for all
purposes by the laws of the State of California. Nothing contained in this Agreement shall be construed so as to require the commission
of any act contrary to law, and whenever there is any conflict between any provision contained in this Agreement and any present
or future statute or law, ordinance or regulation or judicial ruling or governmental decision with the force of law contrary to
which the parties have no legal right to contract, the latter shall prevail, but the provision of the Agreement which is


 affected shall be limited only to
the extent necessary to bring it within the requirements of such law, ruling or decision without invalidating or affecting the
remaining provisions of the Agreement.


 


	 	64.7	Counterparts 


 


This Agreement may be executed in counterparts,
each of which shall be an original, but such documents shall constitute one and the same document.


 


	 	64.8	Contract Interpretation 


 


The parties acknowledge that they have
caused this Agreement to be reviewed and approved by legal counsel of their own choice. This Agreement has been specifically negotiated,
and any presumption that an ambiguity contained in this Agreement shall be construed against the party that caused this Agreement
to be drafted shall not apply to the interpretation of this Agreement.


 


 


 






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	 	64.9	Other Parties 


 


Nothing contained in this Agreement shall
be construed as giving any person, firm, corporation or other entity, other than the parties to this Agreement and their successors
and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any term or condition contained in this
Agreement.


 


	 	64.10 	Incorporation by Reference 


 


All recitals attached exhibits and schedules
are incorporated as terms of this Agreement by this reference.


IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed by their respective representatives hereunto authorized as of the day and year first
above written.


 


**SIGNATURES BEGIN TOP OF FOLLOWING PAGE**


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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	 	THE BUYER:
	 	 
	 	
        DALRADA FINANCIAL CORPORATION

        A Delaware corporation

	 	 
	 	 	
	 	By:	 	/x/ Brian Bonar
	 	 	 	Brian Bonar CEO
	 	 	 	Its Authorized Officer
	 	 
	 	THE SELLING SHAREHOLDERS:
	 	By:	 	/x/ Anuradha
    Bishas      Number
    of Owned Shares: 2,588,500
	 	 	 	Anuradha Bishas
	 	 	 	 
	 	SHAREHOLDER ADDRESS:
	 	 
	 	 
	 	 
	 	 
	 	Telephone:
	 	Email: 


 


	 	THE SELLING SHAREHOLDERS:
	 	By:	 	/x/ Srihari K. Reddy      Number
    of Owned Shares: 5,962,200
	 	 	 	Srihari K. Reddy
	 	 	 	 
	 	SHAREHOLDER ADDRESS:
	 	 
	 	 
	 	 
	 	 
	 	Telephone:
	 	Email: 




 


 


 






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	 	THE SELLING SHAREHOLDERS:
	 	By:	 	/x/ Srikant
    Krish      Number
    of Owned Shares: 1 Million
	 	 	 	Srikant
    Krish
	 	 	 	 
	 	SHAREHOLDER ADDRESS:
	 	 
	 	 
	 	 
	 	 	 
	 	Telephone: 
	 	Email: 




 


	 	THE SELLING SHAREHOLDERS:
	 	By:	 	/x/ Abik
    Bishas      Number
    of Owned Shares: 1,289,800
	 	 	 	Abik
    Bishas
	 	 	 	 
	 	SHAREHOLDER ADDRESS:
	 	 
	 	 
	 	 
	 	 	 
	 	Telephone: 
	 	Email: 





 





	 	THE SELLING SHAREHOLDERS:
	 	By:	 	/x/ Vijayendra Anil
    Kumar       Number
    of Owned Shares: 510,000
	 	 	 	Vijayendra Anil
    Kumar
	 	 	 	 
	 	SHAREHOLDER ADDRESS:
	 	 
	 	 
	 	 
	 	 	 
	 	Telephone: 
	 	Email: 


 





	 	THE SELLING SHAREHOLDERS:
	 	By:	 	/x/ Rajnish Kumar
    Thakur      Number
    of Owned Shares: 530,000
	 	 	 	Rajnish Kumar
    Thakur
	 	 	 	 
	 	SHAREHOLDER ADDRESS:
	 	 
	 	 
	 	 
	 	 	 
	 	Telephone: 
	 	Email: 


 


 


 


 






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