PREFERRED STOCK PURCHASE AGREEMENT

BUSCAR COMPANY

PREFERRED STOCK PURCHASE AGREEMENT

This Preferred Stock Purchase Agreement (this “Agreement”) is made as of March 16, 2023, by and between Buscar Company, a Nevada public corporation (the “Company”) or (“CGLD”), 

and

__________________________________________________________________(“Purchaser”).

1. Sale of Stock.

(a) Subject to the terms and conditions of this Agreement, simultaneously with the execution and delivery of this Agreement by the parties or on such other date as the Company and Purchaser shall agree (the “Purchase Date”), the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, a total of ten million (10,000,000) shares of the Company’s Preferred Stock at a purchase price of $0.21 US Dollars per share for a total purchase price of Two Million One Hundred Thousand US Dollars ($2,100,000) (the “Aggregate Purchase Price”).  On the Purchase Date, Purchaser will deliver the Aggregate Purchase Price to the Company and the Company will instruct a duly authorized transfer agent of the Company enter the Shares in Purchaser’s name as of such date in the records of the Company and issue the Stock Certificates. The Company on the Purchase Date will deliver to Purchaser, a notice of issuance with respect to a stock certificate representing the Shares and upon receiving from transfer agent, will deliver the said stock certificate to the Purchaser. The certificates representing the Shares shall be duly endorsed and registered, in either case with signatures guaranteed in the customary fashion and shall have all the necessary documents thereto at the expense of the Seller. As used elsewhere herein, the term “Shares” refers to all of the Shares purchased hereunder and all new, substituted, or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.

(b) Each Preferred Stock share will entitle the Purchaser, to one vote and at the election of the holder upon written notice send to the Company or:
 

a) Registered CGLD on OTC QX,

b) Becoming CGLD fully reporting company,

be converted to one share of Common Stock without any further action required by the holder.

• Consideration for Shares. As consideration for the Shares, Purchaser will deliver the Aggregate Purchase Price by wire transfer made out to the Company.
• Limitations on Transfer. Purchaser shall not assign, encumber or dispose of any interest in the Shares except to the extent permitted by, and in compliance with the provisions below and, the transfer restrictions set forth by SEC Rule 144 and in the Company’s Bylaws and other applicable securities laws.
  • Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (other than transfer by gift or operation of law or transfer to Immediate Family), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”), which the Company may either (1) exercise its Right of First Refusal and purchase the Shares as forth in this Section 3(b) or (2) reject to exercise its Right of First Refusal and permit the transfer of the Shares to the Proposed Transferee (as defined below).
    • Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (A) the Holder’s intention to sell or otherwise transfer such Shares; (B) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (C) the number of Shares to be transferred to each Proposed  Transferee; (D) the terms and conditions of each proposed sale or transfer, including (without limitation) the purchase price for such Shares (the “Transfer Purchase Price”); and (E) the Holder’s offer shall offer to the Company or its assignee(s) to purchase the Shares at the Transfer Purchase Price and upon the same terms (or terms as similar as reasonably possible).
    • Exercise of Right of First Refusal. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Transfer Purchase Price. If the Transfer Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by an independent auditor to be assigned by the Parties and/or the amount determined by the Transferee and/or the fair market value whichever is greater.
    • Payment. Payment of the Transfer Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof simultaneously with the transfer or in the manner and at the times mutually agreed to by the Company (or its assignee(s)) and the Holder.
    • Holder’s Right to Transfer. If the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(b), then the Holder may sell or otherwise transfer the Shares to the Proposed Transferee at the Transfer Purchase Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with the transfer restrictions set forth in the Company’s Bylaws and any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel at the Company’s expense, evidencing compliance with applicable securities laws. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price by making a discount, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.
    • Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(b). “Immediate Family” as used in this Agreement shall mean lineal descendant or antecedent, spouse (or spouse’s antecedents), father, mother, brother, or sister (or their descendants), stepchild (or their antecedents or descendants), aunt or uncle (or their antecedents or descendants), brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive relationships, or any person sharing Purchaser’s household (other than a tenant or an employee). In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 3, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3.
  • Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations.
  • Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Option. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied.
  • Termination of Rights. The Right of First Refusal granted the Company by Section 3(b) above shall terminate upon (i) the first sale of Preferred Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) (other than a registration statement relating solely to the issuance of Stock pursuant to a business combination or an employee incentive or benefit plan) or (ii) any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the Stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
  • Lock-up Agreement. Securities registered under the Securities Act of 1933, as amended, Purchaser shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (except for those being registered) without the prior written consent of the Company, as the case may be, for 180 days from the effective date of the registration statement, plus such additional period, to the extent required by FINRA rules, and Purchaser shall execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of such offering.
• Representations and Warranties of Company. The Company acknowledges that the Purchaser is entering into this Agreement in reliance on the Representations and Warranties set out herein being true, correct and not misleading on the Purchase Date and consequently the Company hereby warrants and represents and assures:
  • Company is a C Corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to carry on its business as it is now being conducted.
  • Company has the requisite power and authority to enter and perform its obligations under this Agreement and in any certificate or other document furnished or to be furnished under this Agreement.
  • Company has not filed any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules, or regulations, and has not made any assignment in favour of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company. The Company has not initiated any proceedings with respect to a compromise or arrangement with its creditors or for the dissolution, liquidation, or reorganisation or the winding-up or cessation of the business of the Company.
  • This Agreement and any certificate or other document furnished or to be furnished under this Agreement and the performance by the Company of its obligations under them have been duly authorised by all necessary corporate action on the part of the Company, and this Agreement and any other document or instrument executed in connection with this Agreement will, when executed, constitute valid and binding obligation of the Company in accordance with their respective terms.
  • The execution by the Company of this Agreement and any other document or instrument in connection with it, and the performance by the Company of its obligations under the Agreement and the consummation of the transaction provided for in this Agreement, do not and will not result in a breach of any provision of the Company’s Bylaws or of any applicable law, order, judgement or decree of any court or governmental agency or of any agreement to which the Company is a party or by which the Company is bound.
  • The issued 10,000,000 Preferred Stock of the Company is fully paid up and constitute the entire issued share capital of the Company and are legally and validly issued and owned. Any increases and / or decreases of the share capital of the Company has been conducted and registered in line with the applicable laws.
  • Company is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities, and other charges.
  • There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the Shares.
  • Company is the owner of the software and platform and all Intellectual Property rights thereof of www.eondiscovery.com, www.buscarcompany.com, www.eondiscoverygroup.com 
  • All actions required for the prosecution, maintenance, and protection of the Company’s property rights (including the payment of registry fees and taxes) have been taken by the Company on time.
  • The conduct of the business of the Company does not and is not likely to infringe the property rights of any other person or company. No proceedings have been initiated or are pending or threatened, to challenge the Property or the validity thereof.
  • The Company has always conducted the Business in accordance with and have complied with applicable laws and regulations. The Company has complied with any conditions, orders and requirements imposed by any authority.
  • All licences, permissions, authorities, and consents required for carrying on its business effectively and in the places and way it is now carried on are in place, or applied for, in full force and effect, not limited in duration or subject to any onerous or unusual conditions and the Company has complied with and its business has been conducted in accordance with such licences, permissions, authorities and consents. The Company is not aware of any reason why any such licence, permission, authority, and consent will be suspended, revoked, or not renewed on the same terms.
  • No activity, contract or right of the Company is illegal, unlawful, ultra vires, unauthorised, invalid, or unenforceable or in breach of any contract, covenant or obligation howsoever arising.
  • All documents provided to the Purchaser by or on behalf of the Company are true, correct, and complete and no document provided to the Purchaser by or on behalf of the Company, contain any untrue statement of a relevant fact or omits to state a relevant fact necessary not to make the statements contained in the document misleading.
  • All opinions, projections, forecasts, expectations and beliefs included in information provided to the Purchaser and/or the Purchaser’s Solicitors and/or the Purchaser’s other advisers by the Company and/or the Company’s Solicitors and/or other advisers and/or the Auditors in relation to the Company or any aspect of its business or affairs are honestly held and have been arrived at on a reasonable basis after all reasonable enquiries.
  • There are no facts or circumstances relating to the affairs of the Company which have not been disclosed to the Purchaser and which, if disclosed, might reasonably have been expected to influence the decision of the Purchaser to purchase the Shares on the terms of this Agreement or the amount of the Aggregate Purchase Price.
  • The statutory books and books of account of the Company have been properly maintained and they provide an accurate and complete record of the matters which they should reflect and no notice that any of them is incorrect or that they should be rectified has been received.
  • All forms, returns, particulars, resolutions, documents and information which should have been filed with the Nevada Secretary of State in relation to the Company were filed within the relevant time limits and were correct and complete when filed.
  • The Company’s Bylaws and Articles of Incorporation disclosed in and provided by the Company and/or Company’s officers are true, complete, and accurate in all respects.
  • The Company shall co-operate with the Purchaser, and, after the Purchase Date, execute and deliver any further instruments or documents and, take all such further action as the Purchaser may reasonably request to consummate effectively the transaction contemplated by this Agreement and to deliver to the Purchaser legal title to the Shares.
  • No State or Federal tax is applicable to the Purchase and Transfer of the Shares and if such taxes are applicable will bear the responsibility of paying them.
  • No person is entitled to receive any finder’s fee, brokerage or commission from the Company in relation to the sale and purchase of the Shares.
  • Each of the Warranties is separate and independent and except as expressly otherwise provided in this Agreement, shall not be limited by reference to any other Warranty or by anything in the Agreement.

• Investment and Taxation Representations.  In connection with the purchase of the Shares, Purchaser represents to the Company the following:
  • Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any other person or entity.
  • Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.
  • Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities.
  • Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144, which rule requires, among other things, that the Company be subject to the reporting requirements of the Exchange Act, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 5(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 5(e) below.
  • Purchaser further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.
  • Purchaser represents that Purchaser is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (attached hereto as Annex I).
  • Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

6. Restrictive Legends and Stop-Transfer Orders.

• Legends. Any stock certificate or, in the case of uncertificated securities, any notice of issuance, for the Shares, shall bear, if not so included therein the following legends (as well as any legends required by applicable state and federal corporate and securities laws):
  • “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”
  • “THE SECURITIES REFERENCED HEREIN MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT NO CHARGE.”
  • “THE TRANSFER OF SECURITIES REFERENCED HEREIN IS SUBJECT TO RESTRICTIONS REQUIRING APPROVAL OF THE COMPANY PURSUANT TO AND IN ACCORDANCE WITH THE COMPANY’S BYLAWS AND/OR  AND STOCK PLAN, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY SHALL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT DOES NOT COMPLY WITH THE COMPANY’S BYLAWS AND/OR STOCK PLAN.”
  • Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
  • Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. Notwithstanding the above if Company refuses to transfer on its books any Shares the existing Holder will remain and the right to vote or pay dividend will remain with him.
  • Legend and Notice Removal. When all of the following events have occurred, the Shares then held by Purchaser will no longer be subject to the legend specified in Section 7(a)(ii) and the Company will remove any stop-transfer notices associated with the transfer restrictions imposed by this Agreement:
    • the termination of the Right of First Refusal.

After such time and upon Purchaser’s request, a new stock certificate or, in the case of uncertificated securities, notice of issuance, for the remaining Shares, shall be issued without the legend specified in Section 7(a)(ii) and delivered to Purchaser.

• Required Notices.  Purchaser acknowledges that the Shares are issued and shall be held subject to all the provisions of this Section 7, the Certificate of Incorporation and the Bylaws of the Company and any amendments thereto, copies of which are on file at the principal office of the Company. A statement of all of the rights, preferences, privileges, and restrictions granted to or imposed upon the respective classes and/or series of shares of stock of the Company and upon the holders thereof may be obtained by any stockholder upon request and without charge, at the principal office of the Company, and the Company will furnish any stockholder, upon request and without charge, a copy of such statement. Purchaser acknowledges that the provisions of this Section 7 shall constitute the notices required by Nevada Business Corporation Act and the Purchaser hereby expressly waives the requirement of Nevada Business Corporation Act that it receive the written notice provided for in Nevada Business Corporation Act within a reasonable time after the issuance of the Shares.

No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent, subsidiary, or affiliate of the Company, to terminate Purchaser’s employment or consulting relationship, if any, for any reason, with or without cause

7. Certain Defined Terms.

• “Affiliate” means an entity other than a Subsidiary which, together with the Company, is under common control of a third person or entity.
  • “Consultant” means any person, including an advisor but not an Employee, who is engaged by the Company, or any Parent, Subsidiary or Affiliate, to render services other than capital-raising services) and is compensated for such services, and any Director whether compensated for such services or not.
  • “Director” means a member of the Board of Directors of the Company.
  • “Disability” means “disability” within the meaning of Section 22(e)(3) of the Code.
  • “Employee” means any person employed by the Company, or any Parent, Subsidiary or Affiliate, with the status of employment determined pursuant to such factors as are deemed appropriate by the Board of Directors of the Company in its sole discretion, subject to any requirements of applicable laws, including the Code. The payment by the Company of a director’s fee shall not be sufficient to constitute “employment” of such director by the Company or any Parent, Subsidiary or Affiliate.
  • “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
  • “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

8. Miscellaneous.

• Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Nevada and agree that any such litigation shall be conducted only in the State courts of Nevada, and no other courts.
  • Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings, and agreements, whether oral or written, between them relating to the subject matter hereof.
  • Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
  • Successors and Assigns.  Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives. The Company and Purchaser may assign any of its rights and obligations under this Agreement.
  • Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.
  • Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
  • Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
  • Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
  • Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. Purchaser hereby consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery and (iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

9. Foreign Purchaser Representations

(a) To the extent that Purchaser is not a United States person, as such term is defined in Rule 902 promulgated under the Securities Act (a “Regulation S Purchaser”), which by such Regulation S Purchaser’s execution of this Agreement such Purchaser hereby confirms, that the Shares will be acquired for investment for such Regulation S Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in the United States or to a United States resident, and that such Regulation S Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  By executing this Agreement, such Regulation S Purchaser further represents that such Regulation S Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person in the United States or to a United States resident, with respect to any of the Shares.

(b) If Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of Purchaser set forth on the signature page hereto; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its investment decision was made is located at the address or addresses of the Purchaser set forth on the signature page hereto.

(c) If Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Purchaser’s jurisdiction.

10. Non-Disclosure, Non-circumvention

Prior to the issuance of the Stock, Purchaser will provide Seller with the executed agreement attached hereto as EXHIBIT “D”).

[Signature Page Follows]

The parties have executed this Preferred Stock Purchase Agreement as of the date first set forth above.

THE COMPANY:

BUSCAR COMPANY.

By:   (Signature)

Name:    Title:   

Address:

United States

PURCHASER:

^{(PRINT NAME)}

By:   ^(Signature)

Name:    Title:   

Address:

Email: 

EXHIBIT A

STOCK POWER

FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto Buscar Company(“Transferee”)_______________ shares of the Preferred Stock held by me of Buscar Company, ., a Nevada corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. ________ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint Company to transfer said stock on the books of the Company with full power of substitution in the premises.

Date: HOLDER:

(PRINT NAME)

By:   (Signature)

Name:    Title:   

Address:

Email: 

This Stock Power may only be used as authorized by the Preferred Stock Purchase Agreement between the Holder and the Company, dated _____________, 2021 and the exhibits thereto.

RECEIPT

BUSCAR COMPANY, a Nevada corporation (the “Company”), hereby acknowledges receipt of:

A wire transfer in the amount of $ ___________ dollars given by __________________ as consideration for ____________ shares of Preferred Stock of the Company recorded on the books of the Company as Certificate No. ______.

Dated:

THE COMPANY:

BUSCAR COMPANY

 (Signature)

Name:    Title:   

EXHIBIT D

AGREEMENT OF CONFIDENTIALITY,

NON-DISCLOSURE, NON-CIRCUMVENTION & NON-USE

This Agreement of Confidentiality, Non-Disclosure, Non-Circumvention and Non-Use   (“Agreement”) is made as of (the “Effective Date”), by and among the parties listed herein and on the signature pages hereof. The undersigned, Buscar Company, a Nevada Corporation, and/or an affiliated entity, including, but not limited to, any of their related or affiliated companies, employees, contractors, professionals, associates, advisors, agents, or individuals (collectively, the “Disclosing Party”), proposes to disclose to __________, and/or an affiliated entity, including, but not limited to, any of their related or affiliated companies, employees, contractors, professionals, associates, advisors, agents, or individuals (collectively, the “Recipient”), information that the Disclosing Party believes to be information that is proprietary and/or confidential, whether such information is in written, oral or electronic form (collectively “Information”) regarding the Disclosing Party, its business, or others parties with which it is  dealing. The Disclosing Party and the Recipient together shall hereinafter be referred to collectively as the “Parties”. The Information provided includes oral and written disclosures related to that presented by the Disclosing Party or an agent of the Disclosing Party. Recipient hereby agrees to this Agreement and agrees to accept the Information with a view toward consummating a transaction with the Disclosing Party.

In return for the Disclosing Party’s disclosing the Information to Recipient, Recipient and the Disclosing Party agree as follows:

1. Information. Recipient shall keep the Information in strict confidence, and will not disclose any of the Information to any third person or entity, including agents and employees of Recipient, except persons who (A) reasonably need to know the Information in order to evaluate the same, the potential business advantage embodied in it, and, if Recipient proceeds, to deal with the Information and to negotiate the terms of an agreement(s) relating to the Information and (B) agree to terms limiting their disclosure and use of the Information substantially as applied to Recipient by this Agreement. Recipient agrees that it is and will be fully responsible to the Disclosing Party for the activities of any person to whom Recipient discloses any of the Information. Recipient will have full responsibility and liability if any such person discloses or uses any of the Information in a way that would not have been permissible for Recipient under the terms of this Agreement.
2. Confidentiality, Non-Use and Non-Compete. Recipient will not use, or seek to use the Information, or any part of it, for any purpose except for the evaluation of a potential transaction with the Disclosing Party, and specifically shall not use or seek to use the Information to develop a business of substantially the same type as is proposed in the Information, or that includes any of the same or similar elements, or otherwise to exploit any part of the Information in any way, other than in conjunction with the Disclosing Party (or the designees of the Disclosing Party), on terms and conditions to be negotiated. If the Disclosing Party (or such designees) are unable to reach mutually satisfactory terms and conditions on which Recipient and the Disclosing Party will participate in the exploitation of the Information, then Recipient agrees that it will not, directly or indirectly, alone or in conjunction with others, attempt to utilize, benefit from or otherwise exploit, nor use, nor circumvent the Information or any part of it for its own benefit or use.
3. Consideration to Use Concepts or Ideas. This Agreement does not restrict the Recipient as to the use of concepts or ideas that are included in the Information that were previously known to the Recipient if (A) Recipient is able to provide satisfactory evidence of the prior use or consideration of such concepts or ideas, and (B) Recipient notifies the Disclosing Party, in writing, within five (5) business days after the disclosure by the Disclosing Party of the Information, of such prior knowledge or consideration of such part of the Information.
4. Non-Circumvent.  During the term of this Agreement, it is expressly agreed that the identities of any individual or entity and any other third parties (including, without limitation, suppliers, customers, financial sources, manufacturers and consultants) discussed and made available to us by the others in respect of the Purpose and any related business opportunity will constitute Confidential Information of the discloser and none of us (nor any of our Affiliates and Representatives) will, without the prior written consent of, or having entered into appropriate agreement with, all of us: (a) directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any such third party identified or introduced by the others; or (b) seek to by-pass, compete, avoid or circumvent the others from any business opportunity that relates to the purposes specified hereinabove by utilizing any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.
5. Notices. Notices under this Agreement shall be given in writing by messenger or courier service (with appropriate receipt requested) or by certified or registered mail, return receipt requested, or electronic mail and shall be effective one (1) day after the date on which sent if given by messenger or courier service, and five (5) days after the date on which sent if given by certified or registered mail, and on the same day if given by electronic mail. Such notices shall be addressed as follows:

If to the Disclosing Party: Buscar Company 9663 Santa Monica Blvd, Suite 688, Beverly Hills, CA 90210 With copies to:Donald G. DavisFor Davis & Associates, Inc.P.O. Box 852Palos Verdes Estates, CA 90274

If to Recipient:____________________________________________________________________________________________________________With copies to:________________________________________________________________________________________________________________________________________________________________________________________________________________________

Or, in either case, to such other or additional person or persons address or addresses as may be set forth in a notice given in accordance with this provision.

• Destruction of Confidential Information. Recipient will return within five (5) calendar days of the Disclosing Party’s request all documentation, materials, and other tangible Information in their actual or constructive possession, or otherwise available to them, upon the request of the Disclosing Party. Recipient agrees that it will not retain in its actual or constructive possession, any original, duplicate, any copies, extracts, or other reproductions in whole or in part of such written materials, or other replica of any document(s), other material(s) or any other tangible Information submitted to Recipient by Disclosing Party and/or to physically destroy and delete from any electronic storage devices as applicable, all Confidential Information received from the other, in whatever form it exists. The confidentiality obligations specified by this Agreement will remain in full force and effect following the return or destruction of any Confidential Information.  
• Representations and Warranties.  Disclosing Party makes no representation or warranties as to the accuracy or completeness of the Information provided to Recipient. Disclosing Party expressly disclaims any and all liability for representations or warranties, express or implied, contained in the Information made available to Recipient.
• Governing Law and Equitable Relief. This Agreement shall be governed by, construed, and enforced under the laws of the State of Nevada. The Parties agree that any action arising out of this Agreement shall be brought in the state or federal courts located in the City of Los Angeles, State of Nevada, and shall irrevocably submit to the exclusive jurisdiction of any such court and waive any objection that such party may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not plead or claim the same.  Recipient acknowledges that any unauthorized use, disclosure, or violation of this Agreement by the Recipient causes Disclosing Party irreparable harm, the amount of which may be difficult to ascertain. Accordingly, it is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient, and that the Disclosing Party shall be entitled to seek specific performance, including, without limitation, injunctive relief, as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity. Recipient hereby waives any claim or defense that Disclosing Party has an adequate remedy at law. Recipient agrees to reimburse Disclosing Party for reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Disclosing Party in connection with the enforcement of this Agreement.
• Other Information. If Recipient becomes legally required to disclose any of the Information, the receiving party will give the Disclosing Party prompt notice of such fact so that the Disclosing Party may obtain a protective order or other appropriate remedy concerning any such disclosure and/or waive compliance with the non-disclosure provisions of this Agreement. The Recipient will fully cooperate with the Disclosing Party in connection with the Disclosing Party’s efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure or the Disclosing Party waives such compliance, the Recipient will make such disclosure only to the extent that such disclosure is legally required and will use its best efforts to have confidential treatment accorded to the disclosed Information.
• Strict Confidence. The above provisions notwithstanding, each party agrees to keep in strict confidence and not to disclose the identity, interest, and participation of the other party in the evaluation and the relationship of the parties hereunder. If the Recipient chooses not to or is unable to proceed with the project or projects, they shall return all materials relating thereto to the Disclosing Party within five (5) calendar days.
• No Right or License. No right or license to use any Information disclosed hereunder, either express or implied, is granted by either party to this Agreement. The disclosure of Confidential Information under the terms of this Agreement shall not obligate either party to enter into any further agreements with the other party relating to the subject matter of this Agreement.
• Term. The obligations of confidentiality and nonuse set forth herein shall remain in effect for a period of five (5) years after the date signed below.
• Dispute Resolution. If any dispute, arbitration, or legal action (including for declaratory or injunctive relief) is brought by one party against the other party to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to collect from the other party all costs, expenses, and liabilities (including reasonable legal fees and expenses, including, but not limited to punitive damages) incurred by or in connection with such action or proceeding.
• Entire Agreement. Time is of the essence of all provisions in this Agreement in which a date or period of time is set forth or established. This Agreement contains the entire and complete agreement of the Parties hereto related to this subject matter and replaces and supersedes any and all prior representations and understandings of either Party to the other relating to the same subject matter. This Agreement shall not be modified by parole evidence or otherwise except by subsequent writing duly executed by the Parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. This Agreement may not be modified, altered, or amended, except by an agreement in writing, signed by the Parties. Each Party represents that the person signing this Agreement has been duly authorized to represent their company and are duly authorized to sign this Agreement. This Agreement shall be binding upon the Parties hereto and their respective successors and assigns and shall inure to the benefit of the Parties hereto and their respective successors and assigns. Each party to this Agreement has reviewed this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in any interpretation of this Agreement. Each party acknowledges that in entering into and executing this Agreement he had the independent counsel and legal advice of any attorney of his own choice, and he is not relying upon any representations of any other party hereto unless expressly set forth herein in writing. The signing Parties hereby represent that they have the authority to bind all of their respective entities and Parties described above.
• No Implied Waiver. Either party’s failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
• Assignment and Transfer. No assignment or other transfer is permitted without the advance written consent of the other parties.  Any assignment or transfer in violation of this paragraph is void and will constitute a breach of this Agreement.
• Severability: No Waiver. Each part of this Agreement is intended to be several. If any term, covenant, condition, or provision hereof is found to be unlawful or invalid or unenforceable for any reason whatsoever, such illegality or invalidity or unenforceability shall not affect the legality, validity, or enforceability of the remaining parts of this Agreement, and all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the unlawful, invalid or unenforceable part had not been included. Notwithstanding any acts, omissions, or statements of Disclosing Party, Disclosing Party shall not be deemed to have waived any of its rights under this Agreement except by instrument in writing signed by Disclosing Party.
• Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
• Counterparts. This Agreement may be executed in one or more counterparts, each of which will be considered to be an original copy of this Agreement. Each counterpart may be executed and delivered via a recognized electronic signature service, may be delivered by facsimile transmission, or may be signed, scanned, and emailed to the other party. Together, all of the counterparts will be deemed to constitute this Agreement in its entirety and this Agreement will become effective when the authorized signatures of each of us are contained on one or more counterparts.
• Representation on Authority of Parties/Signatories.   Each person signing this Agreement represents and warrants that they are duly authorized and have legal capacity to execute and deliver this Agreement.

IN WITNESS WHEREOF, the Parties hereby acknowledge that they have read, understood, agreed and executed as of the dates set forth below, this Agreement that shall become effective on the date and year first written below.

Disclosing Party:

Buscar Company Recipient:  ______________________

____________________________ _______________________________

______________________________/___/____________________________________/___/____
    ^{Signature                                                                     Date                                                                  Signature                                Date}

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