COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of April [__], 2023 (the “Effective Date”) by and among [INDIVIDUAL], an individual residing at [_______], [INDIVIDUAL], an individual residing at [_______], , a Florida limited liability company, , a Delaware limited liability company, and , a Colorado corporation (each, a “Purchaser” and, collectively, the “Purchasers”), [INDIVIDUAL], an individual residing at [_______] (the “Seller”) and [COMPANY], a Florida corporation (the “Company”).

RECITALS

WHEREAS, the Seller owns all of the issued and outstanding shares of capital stock of the Company, which currently consists of [NUMBER] shares of Common Stock, [AMOUNT] par value per share (the “Common Stock”); and

WHEREAS, the Seller desires to sell, for the Purchase Price (as defined herein), all of the shares of Common Stock to the Purchasers.

NOW, THEREFORE, in consideration of the foregoing Recitals (which are hereby incorporated by reference), the agreements hereafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

Purchase and Sale of Common Stock.

Sale of Common Stock. On the Effective Date and subject to the terms and conditions of this Agreement, each of the Purchasers agrees to purchase the number of shares of Common Stock set forth opposite their name on Exhibit A, attached hereto, and the Seller agrees to sell to the Purchasers at the Closing such shares of Common Stock, at the price of [AMOUNT] per share, for an aggregate purchase price of [AMOUNT] (the “Purchase Price”) and free and clear of all Liens (as defined below) other than Permitted Encumbrances (as defined below). The shares of Common Stock transferred to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”

Closing; Delivery; Cancelation and Re-Issuance of Shares.

The Seller hereby transfers, sells, assigns and conveys to the Purchasers, and the Purchasers hereby purchase, the Shares, for the consideration set forth in Section 1.1, free and clear of all Liens other than Permitted Encumbrances. The purchase and sale of the Shares shall take place as of the date hereof (the “Closing”).

At the Closing, the Seller shall deliver to each of the Purchasers a duly executed stock power in the form attached hereto as Exhibit B against payment of the applicable portion of Purchase Price therefor by check payable to the Seller, by wire transfer to a bank account designated by the Seller, or by any combination of such methods.