Stock Purchase Agreement

This Stock Purchase Agreement (the “Agreement”) is made and entered into as of:

by and between:

The Visage Institute, Inc., a New Mexico corporation (the “Company”);

, an individual, a resident of

(the “Purchaser”);

RECITALS:

WHEREAS, the Company is a privately-held corporation engaged in the business of operating a post-secondary trade school (the “Business”);

WHEREAS, the Purchaser desires to purchase, and the Company desires to sell this specified number of shares (the “Shares”) of the Company’s class of common stock (the “Stock”), subject to the terms and conditions set forth herein:

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

1. SALE AND TRANSFER OF SHARES

1.1 Sale of Shares. Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the specified number of Shares of the Company’s class of common stock consisting of seventy thousand (70,000) shares for an aggregate purchase price of $10 per common share (the “Purchase Price”) :

1.2 Transfer of Shares. Upon receipt of the Purchase Price by the Company, the Company shall duly execute and deliver to the Purchaser a certificate representing the Shares being purchased.

2. PURCHASE PRICE

2.1 Payment of Purchase Price. The Purchaser shall pay the Purchase Price to the Company by wire transfer or other mutually agreed method to the Company’s designated account on the Closing Date s defined below).

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser that:

3.1 Authority. The Company has full power and authority to enter into this Agreement and to perform its obligations hereunder.

3.2 Ownership of Shares. The Company is the sole legal and beneficial owner of the Shares to be sold, and such Shares are free and clear of any liens, claims, encumbrances, or restrictions.

3.3 No Conflicts. The execution and delivery of this Agreement by the Company does not and will not violate any applicable laws or regulations, the Company’s articles of incorporation, bylaws, or any other agreement binding on the Company.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Company that:

4.1 Authority. The Purchaser has full power and authority to enter into this Agreement and to perform their obligations hereunder.

4.2 Investment Intent. The Purchaser is acquiring the Shares solely for investment purposes and not with a view toward resale or distribution, except as permitted by applicable securities laws.

4.3 Financial Ability. The Purchaser has the financial capacity to pay the Purchase Price and to bear the risks associated with the investment in the Shares.

5. CLOSING

5.1 Closing Date. The closing of the sale of the Shares (the “Closing”) will take place remotely via electronic transmission or at such other place and time as the Company and the Purchaser mutually agree, but in no event later than 04/01/2025 (the “Closing Date”).

5.2 Closing Deliverables:(a) The Company shall deliver to the Purchaser a certificate representing the Shares.(b) The Purchaser shall pay the Purchase Price to the Company as outlined in Section 2.1.

6. COVENANTS

6.1 Use of Proceeds. The Company agrees to use the proceeds from the sale of the Shares for general corporate purposes, including but not limited to expansion of operations and working capital.

6.2 Investor Rights. The Purchaser shall be entitled to any rights, preferences, and privileges as set forth in the Company’s articles of incorporation and bylaws, which may include voting rights, dividends, or other distributions, if applicable.

6.3 Dividends:(a) Payment of Dividends. Dividends on the Common Stock may be declared by the Company's Board of Directors and paid out of the assets of the Corporation legally available therefor, in proportion to the number of Shares held by each stockholder. If the Corporation pays $10 or more in dividends to a shareholder during the year, a Form 1099-DIV will be issued at year-end.(b) Frequency of Dividends. Dividends, if and when declared, will be paid on an annual or quarterly basis, as determined by the Company’s Board of Directors, provided that such payments are in accordance with applicable law and the Company’s financial performance.(c) Dividend Rate. The rate of dividends shall be determined by the Company’s Board of Directors, considering the financial needs of the Company, its profits, and other relevant factors, but may not exceed 40% of the Company’s net profits for any given period without Board approval.(d) No Right to Dividends. Nothing in this Agreement shall entitle the Purchaser or any other shareholder to dividends unless and until the Board of Directors has declared such dividends in accordance with the Company's bylaws and applicable laws.

6.4 Liquidation and Dissolution. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and liabilities of the Corporation and payment or provision for payment of any preferential amount due to the holders of any other class of stock as to payments upon dissolution of the Corporation, the holders of shares of Common Stock shall be entitled to receive their proportionate interests in the assets of the Corporation remaining for distribution to holders of stock (regardless of the class of stock to which such assets are then attributed).

7. VOTING RIGHTS

7.1 Common Stock. Each holder of common stock shall be entitled to ten (10) votes per share which is outstanding in his, her or its name on the books of the Corporation on all matters submitted to a vote of the stockholders, including the election of directors.

7.2 Voting Procedures. Voting by common stockholders shall be conducted in accordance with the procedures outlined in the Company’s bylaws, including notice, quorum, and proxy requirements.

8. IDEMNIFICATION

8.1 Indemnification by the Company. The Company agrees to indemnify, defend, and hold harmless the Purchaser from any and all claims, losses, or liabilities arising from any breach of the representations, warranties, or covenants of the Company in this Agreement.

8.2 Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend, and hold harmless the Company from any and all claims, losses, or liabilities arising from any breach of the representations, warranties, or covenants of the Purchaser in this Agreement.

9. MISCELLANOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico.

9.2 Entire Agreement. This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or understandings, whether written or oral, relating to such subject matter.

9.3 Amendments. This Agreement may be amended only in writing, signed by both parties.

9.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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

IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the Effective Date.

The Visage Institute, Inc.

By: /s/ Xavier Visage, CEO/Founder

Purchaser

By: