This Stock Purchase Agreement  is made and entered into as of Date TBD between the party that executes the signature page hereto as buyer (the “Buyer”) and Verity One Ltd., a Wyoming corporation (the “Company”).
   Now therefore for good and valuable consideration, the parties agree as follows:
1.           
Sale of the Shares and Warrant Issuance.   The Buyer hereby agrees to buy from the Company, and the Company hereby agrees to sell to the Buyer, in accordance with the terms stated in this Agreement,  200 shares up to a maximum of 10,000 shares  (the “Purchased Shares”) of the Company’s Class B Common Stock (“Class B Common Stock”).
(a)           Year One Warrant Coverage: For every share of Class B common the investor holds on the first anniversary of the investment; the investor will receive the right to purchase one additional one share of registered class A common stock with an exercise price of $5.00 for a term of 12 months.
(b)             Year Two Warrant Coverage: For every share of Class B common the investor holds on the second anniversary of the investment; the investor will receive the right to purchase one additional one share of registered class A common stock with an exercise price of $5.00 for a term of 12 months.
(c)            Class B common stock will convert to Class A common stock whenever the shares are transferred or sold by the investor. 
              (d)        Class B common stock will automatically convert to Class A common on the third anniversary of the closing.
2. Purchase Price.  
The purchase price per share for the Purchased Shares is  $5.00 per share .  The total purchase price (the “Total Purchase Price”) for the Purchased Shares is the number of shares multiplied times the share price plus Additional Fee’s equals the total Purchase Price and shall be paid to the Company by such method as shall be specified by the Company at the time that the Buyer executes this Agreement.
3. Representations and Warranties of the Buyer.  The Buyer represents and warrants to and agrees with the Company as follows:
         (a)           The Buyer is acquiring the Purchased Shares for its own account for investment purposes only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933 ("Securities Act").  The Buyer understands that the transfer of the Purchased Shares to the Buyer has not been registered under the Securities Act nor qualified under applicable state securities laws in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bonafide nature of the Buyer’s investment intent as expressed herein.  
             (b)           The Buyer understands that the Purchased Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.  In addition, the Buyer understands that the certificates evidencing the Purchased Shares will bear a legend which prohibits the transfer of the Purchased Shares except pursuant to an effective registration statement under the Securities Act and applicable state securities laws covering such transfer or an opinion of counsel satisfactory to the Company that such registration is not required.  
             (c)           At the time the Purchased Shares were purchased, the Buyer received disclosure concerning the Company and had access to the Company and its management for information concerning the Company and its affairs.  The Buyer has such knowledge and experience in financial and business matters that the Buyer is able to evaluate the merits and risks of the Buyer’s investment in the Purchased Shares.  
             (d)           The Buyer has a net worth individually or with the Buyer’s spouse in excess of $1,000,000 or income in excess of $200,000 in each of the two most recent years or joint income with the Buyer’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year or the Buyer is otherwise an accredited investor under Regulation D under the Securities Act.
               (e)           The Buyer understands that an investment in the Purchased Shares is a high-risk investment that could result in a total loss to the Buyer.
               (g)           The Buyer agrees, in connection with any initial underwritten public offering of the securities of the Company (1) not to sell, make short sales of, loan, grant any options for purchase of, or otherwise, dispose of any shares of the Company’s stock held by the Buyer (other than those shares included in the registration) without the prior written consent of the Company, or the underwriters managing any such initial underwritten public offering for one hundred eighty (180) days from the effective date of such registration, and (2) further agrees to execute any agreement reflecting (1) above as may be requested by the underwriters at the time of any such public offering.  The company may impose stop-transfer instructions in order to enforce the agreements set forth in (1) and (2) immediately above. 
 
4.             General Provisions.
           (a)           The laws of the State of Wyoming shall govern this Agreement. This Agreement represents the entire Agreement between the parties with respect to the purchase of the Purchased Shares by the Buyer and may only be modified or amended in writing signed by all parties.
         (b)           Any notice, demand, or request required or permitted to be given by the parties hereto pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the Company at the address of its principal office on file with the Secretary of State of Wyoming or to the Buyer at the address of record for the Buyer in the shareholder records of the Company or such other address as a party may notify the other in writing. 
               (c)           The rights and obligations of The buyer under this Agreement may only be assigned with the prior written consent of the Company. 
             (d)           Any party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of any party’s right to assert all other legal remedies available to such party under the circumstances.
               (e)           The Buyer agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purpose or intent of this Agreement.
 (f)           Additional Fee’s: Transfer Agent Issuance fee, Attorney Opinion letter
 
In witness whereof , the parties have executed this Agreement as of the date first above written.
 
                                                                                                                                (“Buyer”)
                                                                                                                                _________________________
                                                                                                                                Authorized Signatory
 
                                                                                                                                Print Buyer name and address:
                                                                                                                                _________________________
Subscription amount between $1000 and $50,000  $_________                             
                                                                                                                                _________________________
                                                                                                                                __________________________
 
                                                                                                                                (the “Company”)
                                                                                                                                 Verity One Ltd.
                                                                                                                                By:______________________
                                                                                                                                Authorized Signatory