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SALE AND PURCHASE OF SHARES AGREEMENT

This Sale and Purchase of Shares Agreement (the "Agreement") is entered into as of ________, 20__ (the "Effective Date"), by and between StellarVenture Holdings LLC, a limited liability company organized under the laws of the State of Delaware ("Buyer"), and BrightTech Innovations Inc., a corporation organized under the laws of the State of Delaware ("Seller").

1. SALE AND PURCHASE OF SHARES

1.1. Sale and Purchase

Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, transfer, and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, 10,000 shares of common stock (the "Shares") of BrightTech Innovations Inc. at the purchase price set forth below.

1.2. Purchase Price

The aggregate purchase price for the Shares shall be _______ US Dollars (USD ______) (the "Purchase Price"), payable in cash or by wire transfer of immediately available funds, to an account specified by Seller or as otherwise agreed between the parties.

2. CLOSING

2.1. Closing Date

The closing (the "Closing") of the sale and purchase of Shares shall occur on a date agreed to by the parties, but in no event later than 30 days after the Effective Date (the "Closing Date").

2.2. Deliveries at Closing

At the Closing, Seller shall deliver to Buyer the following:

1. A properly executed stock certificate or any other appropriate instruments evidencing the transfer of the Shares to Buyer, free and clear of any liens, claims, and encumbrances


2. Such other documents, instruments, and agreements as may be reasonably required by Buyer's counsel in order to effectuate the transfer of the Shares to Buyer.

At the Closing, Buyer shall deliver to Seller the following:

1. The Purchase Price, payable as set forth in Section 1.2;


2. Such other documents and agreements as may be reasonably required by Seller's counsel to effectuate the transfer of the Shares from Seller to Buyer.

3. CONDITIONS TO CLOSING

3.1. Conditions Precedent to Buyer's Obligations

The obligation of Buyer to consummate the purchase of the Shares is subject to the satisfaction or waiver, in writing, by Buyer, at or prior to the Closing Date, of each of the following conditions precedent:

1. Seller shall have performed and complied with all of their respective agreements, covenants, and obligations under this Agreement;


2. Buyer shall have completed its due diligence investigation of the business, assets, operations, and financial condition of BrightTech Innovations Inc. and the results thereof shall be satisfactory to Buyer in its sole discretion;


3. There shall have been no material adverse change in the business, assets, liabilities, or financial condition of BrightTech Innovations Inc. since the Effective Date;


4. The receipt of all regulatory approvals, consents, notices, and waivers necessary for the consummation of the transactions contemplated by this Agreement (if any);


5. The receipt of all consents, approvals, and waivers necessary for the consummation of the transactions contemplated by this Agreement;


6. There shall be no order, injunction, judgment, decree, or ruling in effect restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.

3.2. Conditions Precedent to Seller's Obligations

The obligation of Seller to consummate the sale of the Shares is subject to the satisfaction or waiver, in writing, by Seller, at or prior to the Closing Date, of each of the following conditions precedent:

1. Buyer shall have performed and complied with all of their respective agreements, covenants, and obligations under this Agreement;


2. The Purchase Price shall have been delivered to Seller in accordance with Section 1.2 of this Agreement;


3. There shall be no order, injunction, judgment, decree, or ruling in effect restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.

4. REPRESENTATIONS AND WARRANTIES

4.1. Seller's Representations and Warranties

Seller hereby represents and warrants to Buyer that, as of the Effective Date and as of the Closing Date:

1. Seller is the sole beneficial and legal owner of the Shares, free and clear of any liens, claims, and encumbrances, and has the full legal right and power to sell, transfer, and deliver the Shares to Buyer;


2. Upon delivery of the Shares to Buyer, Seller shall convey to Buyer valid, marketable, and insurable title to the Shares, free and clear of any liens, claims, and encumbrances;


3. The execution, delivery, and performance of this Agreement by Seller does not and will not conflict with or result in the breach of any law, regulation, or agreement to which Seller is a party or by which Seller is bound;


4. There are no actions, suits, or claims pending or threatened relating to the Shares, and to Seller's knowledge, no basis for any such action, suit, or claim exists.

4.2. Buyer's Representations and Warranties

Buyer hereby represents and warrants to Seller that, as of the Effective Date and as of the Closing Date:

1. Buyer has full right, power, and authority to enter into and perform its obligations under this Agreement;


2. The execution, delivery, and performance of this Agreement by Buyer does not and will not conflict with or result in the breach of any law, regulation, or agreement to which Buyer is a party or by which Buyer is bound;


3. Buyer is acquiring the Shares for investment, and not with a view to, or for sale in connection with, any distribution thereof in violation of any applicable securities laws;


4. Buyer acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws, and that the Shares may not be sold or otherwise transferred without registration under the Securities Act or compliance with an applicable exemption therefrom.

5. MISCELLANEOUS

5.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of law principles.

5.2. Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or upon receipt of a transmittal confirmation following transmission by email, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed to the parties at their respective addresses or at such other address for a party as may be specified by such party in a notice given in accordance with this Section 5.2.

5.3. Amendments

This Agreement may be amended or modified only by a written instrument executed by both Seller and Buyer.

5.4. Waiver

The waiver by any party hereto of any breach or default by the other party hereto shall not be deemed a waiver of any subsequent breach or default of the same or a different kind.

5.5. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings between the parties with respect to such subject matter.

5.6. 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 caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

BrightTech Innovations Inc. StellarVenture Holdings LLC
(Seller) (Buyer)

By:____________________________ By:____________________________
Name: Name:
Title: Title: