EXECUTION COPY
STOCK EXCHANGE AND STOCKHOLDERS AGREEMENT
This STOCK EXCHANGE AND STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of May 28, 2026 (the “Effective Date”), is by and between CitroTech Inc., a Wyoming corporation (“CITR”), and TC Special Investments LLC, an Ohio limited liability company (“Exchange Party”).
WHEREAS, Exchange Party and CITR have each determined that the transactions contemplated by this Agreement, on the terms and conditions of this Agreement, would be advantageous and beneficial to their respective companies and equity holders;
WHEREAS, the parties hereto desire to consummate the transactions contemplated herein, pursuant to which (a) CITR will issue to Exchange Party 467,012 shares of its Series C Convertible Preferred Stock, par value $0.0001 per share (the “CITR Shares”), and (b) Exchange Party will transfer to CITR 1,364,141 shares of Series A Preferred Stock, par value $0.0001 per share (the “Exchange Party Shares”), owned by Exchange Party; and
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