CTM Business Plan

HEREIN BY CALLING DIRECTLY TO THE MEMBERS OF THE BOARD OF
DIRECTORS OF THE CORPORATION.

FOR FLORIDA RESIDENTS​:

PURSUANT TO SECTION 517.061(11)(a) OF THE FLORIDA SECURITIES AND
INVESTOR PROTECTION ACT, WHEN SALES ARE MADE TO FIVE OR MORE
PURCHASERS IN FLORIDA, EACH FLORIDA INVESTOR HAS THE RIGHT TO VOID
SUCH SALE EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF ANY
CONSIDERATION FOR THE SECURITIES IS MADE BY SUCH PURCHASER TO THE
ISSUER, AN AGENT OF THE ISSUER OR TO THE ESCROW AGENT (IF ANY) OR
WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.

FOR RESIDENTS OF ALL STATES:

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ENTITY OFFERING THESE SECURITIES AND THE TERMS OF
THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE
SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR

EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.

FOR CALIFORNIA RESIDENTS:

THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES
NOT RECOMMEND OR ENDORSE THE PURCHASE OF THE SECURITIES. IT IS
UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THESE SECURITIES, OR
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORE,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES.

NOTICE TO NEW YORK RESIDENTS:

THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN REVIEWED BY THE
ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY
GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

NOTICE TO TEXAS RESIDENTS:

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE TEXAS SECURITIES
ACT OR THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER
THE TEXAS SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
THEREUNDER. THIS MEMORANDUM IS INTENDED FOR THE EXCLUSIVE,
CONFIDENTIAL USE OF THE OFFEREE TO WHOM IT HAS BEEN DELIVERED.
NEITHER IT NOR ANY OF ITS CONTENTS MAY BE REPRODUCED OR FURTHER
DISSEMINATED IN ANY MANNER PURSUANT TO RESTRICTIONS IMPOSED BY THE
TEXAS SECURITIES ACT. ANY ACTION CONTRARY TO THESE REGISTRATIONS
MAY CAUSE THE OFFEREE OR ISSUER OF THE SECURITIES OR BOTH TO BE IN
VIOLATION OF THE TEXAS SECURITIES ACT.

PERSONS RESIDENT OUTSIDE THE UNITED STATES OF AMERICA ONLY:

THE SHARES ARE BEING OFFERED IN ACCORDANCE WITH REGULATION “S”
PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO THE SECURITIES ACT OF 1933. THIS OFFERING MEMORANDUM DOES NOT

CONSTITUTE AN OFFER OR SOLICITATION IN THE UNITED STATES OF AMERICA
OR ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
PERMITTED UNDER APPLICABLE LAW OR TO ANY U.S. PERSON OR INDIVIDUAL
WHO DOES NOT POSSESS THE QUALIFICATIONS DESCRIBED IN THIS
MEMORANDUM.

UK CITIZENS RESIDENT IN THE UNITED KINGDOM:

THE CORPORATION DOES NOT FALL WITHIN THE DEFINITION OF A “COLLECTIVE
INVESTMENT SCHEME” FOR THE PURPOSES OF THE UK FINANCIAL SERVICES
AND MARKETS ACT OF 2000 AS RECITED, AND AS AMENDED. THIS OFFERING HAS
ADDITIONALLY BEEN PREPARED IN COMPLIANCE WITH SECTION 21 OF THE SAID
ACT, AND CONTAINS ADDITIONAL RISK WARNINGS ARISING THEREFROM, AND
DIFFERS TO RISK WARNINGS RELEVANT TO INVESTORS FOR THE SAME
INVESTMENT FROM OUTSIDE THE UNITED KINGDOM.

NOTICE TO RESIDENTS OF ARGENTINA:

THE SHAREHOLDER INTERESTS HAVE NOT BEEN AUTHORIZED OR REGISTERED
WITH THE COMISION NACIONAL DE VALORES PURSUANT TO THE ARGENTINE
PUBLIC OFFERING ACT NO. 17, 811, AS AMENDED, AND MAY NOT BE SOLD,
OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS AUTHORIZED OR
REGISTERED UNDER SUCH ACT AND ANY OTHER APPLICABLE SECURITIES LAWS
OR UNLESS THE GENERAL PARTNER RECEIVES AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE GENERAL PARTNER THAT SUCH
AUTHORIZATION OR REGISTRATION IS NOT REQUIRED.

NOTICE TO RESIDENTS OF THE BAHAMAS:

THE SHAREHOLDER INTERESTS MAY NOT BE OFFERED OR SOLD OR OTHERWISE
DISPOSED OF IN ANY MANNER TO PERSONS DEEMED BY THE CENTRAL BANK OF
THE BAHAMAS (THE "BANK") AS RESIDENT FOR EXCHANGE CONTROL PURPOSES,
UNLESS SUCH PERSONS DEEMED AS RESIDENT OBTAIN THE PRIOR APPROVAL OF
THE BANK.

NOTICE TO RESIDENTS OF MEXICO:

THE OFFERING MADE UNDER THIS MEMORANDUM DOES NOT CONSTITUTE A
PUBLIC OFFERING OF SECURITIES UNDER MEXICAN LAW AND THEREFORE IS
NOT SUBJECT TO THE OBTAINMENT OF THE PRIOR AUTHORIZATION OF THE
MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION OR THE
REGISTRATION OF THE PARTNERSHIP INTERESTS WITH THE MEXICAN NATIONAL
REGISTRY OF SECURITIES.

NOTICE TO RESIDENTS OF SPAIN:

THE SHAREHOLDER INTERESTS MAY NOT BE OFFERED OR SOLD IN SPAIN
EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE SPANISH
SECURITIES MARKET LAW (LEY 24/1988, DE 28 DE JULIO, DEL MERCADO DE
VALORES) AS AMENDED AND RESTATED, ROYAL DECREE 291/1992 ON ISSUES
AND PUBLIC OFFERING OF SECURITIES (REAL DECRETO 291/1992, DE 27 DE
MARZO, SOBRE EMISIONES Y OFERTAS PÚBLICAS DE VENTA DE VALORES) AS
AMENDED AND RESTATED (''R.D. 291/92''), AND SUBSEQUENT LEGISLATION. THIS
MEMORANDUM IS NEITHER VERIFIED NOR REGISTERED IN THE
ADMINISTRATIVE REGISTRIES OF THE COMISIÓN NACIONAL DEL MERCADO DE
VALORES, AND THEREFORE A PUBLIC OFFER FOR SUBSCRIPTION OF THE
SHAREHOLDER INTERESTS WILL NOT BE CARRIED OUT IN SPAIN.
NOTWITHSTANDING THAT AND IN ACCORDANCE WITH ARTICLE 7 OF R.D. 291/92,
A PRIVATE PLACEMENT OF THE SHAREHOLDER INTERESTS ADDRESSED
EXCLUSIVELY TO INSTITUTIONAL INVESTORS (AS DEFINED IN ARTICLE 7.1(A) OF
R.D. 291/92) MAY BE CARRIED OUT IN ACCORDANCE WITH THE REQUIREMENTS
OF R.D. 291/92.

INTERESTS WILL NOT BE OFFERED TO ANY PERSON EXCEPT AS SET FORTH
ABOVE. ANY PERSON WISHING TO BUY AN INTEREST WILL BE REQUIRED TO
DEMONSTRATE THAT HE OR SHE IS AN ELIGIBLE INVESTOR IN ACCORDANCE
WITH THE FOREGOING. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER
TO SELL TO, OR A SOLICITATION OF AN OFFER TO BUY FROM, ANY PERSON IN

ANY JURISDICTION TO WHOM SUCH AN OFFER OR SOLICITATION WOULD
BE UNLAWFUL

AVAILABLE INFORMATION
The Corporation is not subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and, therefore, periodic reports on the Corporation
are not required to be filed with the Securities and Exchange Commission (the “SEC”).

TABLE OF CONTENTS

INTRODUCTION; ELIGIBILITY.. 1
RISK FACTORS. 2
THE CORPORATION.. 7
BOARD OF DIRECTORS. 7
THE OFFERING AND PLAN OF DISTRIBUTION.. 11
USE OF PROCEEDS. 13
DISTRIBUTION POLICY.. 13
DISPROPORTIONATE DISTRIBUTIONS. 14
THE PROJECT.. 14
CERTAIN TRANSACTIONS. 17
CONFLICTS OF INTEREST.. 17
OPERATING AGREEMENT.. 17
TRANSFERABILITY OF CLASS B SHARES. 18

SUBSCRIPTION PROCEDURES. 18

APPENDIX I – OPERATING AGREEMENT

APPENDIX II – SUBSCRIPTION DOCUMENTS

INTRODUCTION; ELIGIBILITY

This Memorandum, including the appendices attached hereto, has been prepared to provide
information regarding Clear Tune Monitors, Inc., a Florida Corporation (the “Corporation”) and
its project – capitalizing the operation of The Corporation (the “Operation”). See “T​ he Project​.”
While the intent in preparing this Memorandum has been to describe the investment in general
terms, particular attention has been given to a discussion of the risks attendant to the purchase of
preferred return Class B Shares (the “Class B Shares”) in the Corporation. Each prospective
investor should consider carefully the investment characteristics discussed in this Memorandum.
In addition, _____________, which is an officer of the Class A Member of the Corporation, is
prepared to respond to questions and to furnish a copy of additional documents referred to herein
or other information which may be reasonably requested to otherwise assist in verifying or
clarifying the information contained herein.

The Class B Shares to which this Memorandum relates will only be offered and sold to persons
who are “accredited investors” as defined in or pursuant to Regulation D promulgated under the
Securities Act of 1933, as amended (the “1933 Act”). All investors must represent that their
investment portfolios can suitably absorb a high-risk investment and must establish such
representations to the satisfaction of the Corporation.

These standards represent minimum requirements for prospective investors and do not
necessarily mean that the Class B Shares are a suitable investment for any prospective investor
meeting these requirements.

In addition to certain institutional investors, a prospective investor will qualify as an accredited
investor if the investor meets one of the following tests:

a) the investor is a natural person who has individual income in excess of
$200,000 in each of the two most recent years or joint income with that person’s
spouse in excess of $300,000 in each of these years and has a reasonable
expectation of reaching the same income level in the current year; or

b) the investor is a natural person whose individual net worth or joint net worth
with that person’s spouse exceeds $1,000,000 at the time of purchase of the Class
B Shares; or

c) the investor is a trust, corporation or partnership with total assets in excess of
$5,000,000, which was not formed for the specific purpose of acquiring the Class
B Shares offered, and whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) of Regulation D; or

d) an entity in which all of the equity owners are “accredited investors.”

The Class B Shares are offered pursuant to exemptions from federal registration contained in
Sections 3(b) and 4(2) of the 1933 Act and Regulation D promulgated thereunder, and “private
placement” exemptions in the states in which the Class B Shares are offered and sold. To assure
compliance with the requirements of the applicable securities laws, a prospective investor will be
required to furnish certain information to the Corporation and to make certain representations
and warranties to the Corporation as to net worth, income and ability to understand the merits
and risks of the proposed investment. Each investor will be required to represent and warrant to
the Corporation that such person has such financial resources that such person can satisfactorily
bear the economic risks of the investment for an indefinite period of time.

In addition, each prospective investor may be required to meet certain suitability standards under
applicable state securities laws, which may include, in certain states, net worth requirements and
income requirements which are different from those set forth above. Each prospective investor
must be a citizen of the United States or a resident alien of the United States of America.

Investment in the Corporation by tax-qualified retirement or pension plans, including individual
retirement accounts (IRA’s), and by certain employee benefit plans, will not be permitted.

Each prospective investor will further be required to warrant to the Corporation that he or she
intends to purchase the Class B Shares solely for his or her own account, for investment purposes
only, and not with a view toward resale, fractionalization or further distribution. See
“​Subscription Procedures.”​ The subscription documents are subject to the approval and
acceptance by the Directors which may reject a subscription in whole or in part for any reason
whatsoever or for no reason.

RISK FACTORS

In addition to the other information in this Memorandum, the following factors should be
considered carefully in evaluating the Corporation and its business before purchasing the
Preferred Return Class B Shares offered hereby.

Operating History

The Corporation was formed in 2010 for the purpose to carry on and engage in any legal
business activity within the Sound Industry, including structuring, managing, buying, designing,
advertising, licensing, selling, renting, leasing, franchising, developing, building and operating
any and all types of sound systems, sound monitors, earphones, and any other related products,
activities or even venues. To carry on and engage in any other act which may be necessary or
related thereto. The management of the Operation will be the primary responsibility of the Board
of Directors. See “​Board of Directors”​ .

Competition

There are certain companies that compete in the audio industry and that may be better funded
than the Corporation. The Operation can fall out of favor in a short period of time, for reasons
unrelated to the quality of its product or service. Current and potential direct or indirect
competition may prevent the Operation from being profitable and from making distributions to
its investors.

Inherent Uncertainties in Operation Business

The Operation business is inherently risky. A Operation’s success is subject to its receipt of
positive reviews from critics and favorable word of mouth reviews, and there can be no
assurance that the Operation will receive favorable reviews. An unfavorable review can have a
negative impact on the public’s image of the Operation. The profitability of the Operation also
depends on the Operation’s ability to attract and keep sufficient interest or patronage, and to
sufficiently control the costs of operation and other factors that are beyond its control.
Accordingly, investors should be aware that they could lose their entire investment in the
Corporation.

Pre-Opening Expenses

The Directors believe that the Operation can be funded and suitably equipped, inventoried and
opened for business at a cost of approximately $4.1 million. There can be no assurance that such
anticipated costs will not be exceeded. See “​Use of Proceeds”​ . In any case, the funding
contemplated for the Corporation’s business as a result of this Offering may require the
Corporation to seek funding from other sources, which could include the sale of additional Class
B Shares or the entering into of other financing arrangements with third parties. There is no

assurance that any future funding from such sources will be available on acceptable terms or on
any terms.

Results Different from Expectations

Any return to the Members on their investment will depend upon the results of the Operation’s
outcomes. No assurance can be given that the Operation will attract sufficient interest or
patronage, or sufficiently control the costs of inventory or operation or other factors, to achieve
profitability. Despite the best efforts of the Directors, there can be no assurance that the
operations of the Operation will generate any particular cash return. The success of the
Operation will depend, in part, upon factors that are beyond the control of the Directors. Such
factors include general and local economic conditions that may affect the demand for Operation
services, the price and availability of quality materials, increases in operating expenses,
competition among other Operations and other circumstances that may occur from time to time.

Regulatory Matters

Arbitrary Offering Price

The offering price of the Class B Shares has been arbitrarily set by the Directors based primarily
on the cash required to pay for expenses related to capitalizing the expansion of the Operation as
thoroughly explained and disclosed in the attached Business Plan. The offering price is not
necessarily indicative of the value of the Class B Shares. No assurance can be given that any
Class B Shares, if transferable, could be sold for the offering price or for any amount.

Repurchase of Class B Shares

There is no market for the Class B Shares, and holders of the Class B Shares may not be able to
liquidate their investment in the event of an emergency or for any other reason. T​ HE
CORPORATION WILL NEVER BE REQUIRED TO REPURCHASE OR REDEEM
ANY CLASS B SHARES. THE CLASS B MEMBER HAS NO RIGHT OF
PRESENTMENT.

Dependence on Key Personnel

The Corporation is dependent upon the supervision of management by the Board of Directors. It
is not anticipated that the loss of the services of any particular Manager will have a material
adverse effect upon the Operation’s future operations or the Corporation’s revenues because the

day to day operations of the Operation will be the responsibility of a third party Operation
management Corporation that the Corporation will hire to operate the Operation.

Conflicts of Interest ‑ Other Activities of the Directors and the Class A Member

The Class A Member and its affiliates, acting directly or through affiliated entities, may in the
future become engaged in various other business activities, including other Operations. In
addition, there can be no assurance that any negative publicity attributable to the Class A
Member or its affiliated entities or other Operations or other business activities engaged in by
any of them will not adversely affect the profitability of the Operation.

Conflicts of Interest ‑ Name and Concept of Operation

The Class A Member, as the Owner od Clear Tune Monitors, Inc., Intellectual Property and as
the owner of the name, style, design and concept of the Operation, maintains the exclusive right
to utilize the name, style, design and concept of the Operation in connection with other
Operations with which it or its principals may become affiliated, as soon as these Operations
don’t compete with the activities of the Corporation.

Indemnification

Except under certain circumstances, the Operating Agreement provides that the Corporation will
indemnify and hold the Directors harmless against claims or lawsuits arising out of the Directors’
actions with respect to the Corporation’s activities and the operation of the Operation. If such
indemnification provisions are implicated, the Corporation may be adversely affected.

Non-Transferability and Illiquidity of Class B Shares

The Class B Shares are being offered and sold for investment only and may not be acquired by
the purchaser thereof with the view to any resale or distribution. The Class B Shares will not be
registered under the 1933 Act or any state securities acts and are issued pursuant to specific
exemptions under the provisions of such acts relating to transactions not involving a public
offering, which exemptions depend in part upon the investment intent of the purchaser.
Accordingly, a purchaser of the Class B Shares will have to bear the economic risk of its
investment for an indefinite period of time. A purchaser should not expect to be able to readily
liquidate the Class B Shares since the Class B Shares cannot be readily assigned or transferred.
For such reasons, the Class B Shares may not represent satisfactory collateral for a loan. Each
person contemplating an investment in the Class B Shares should consider whether the purchase
of such Class B Shares is suitable for him or her in light of his or her individual investment
objectives and present and future financial needs. Each such person is urged to consult both a
qualified financial advisor and attorney and to give particular attention to the limited liquidity of

the Class B Shares hereby offered. In addition, the Operating Agreement restricts the transfer of
the Class B Shares except in compliance with the provisions thereof.

Tax Risks

Each prospective investor is strongly urged to consult his or her tax advisor regarding the
federal, state and local income and other tax consequences of an investment in the
Corporation in the context of the investor’s own personal tax situation.

THIS LIST OF RISK FACTORS MAY NOT BE COMPREHENSIVE. EACH
INVESTOR IS CAUTIONED AND ADVISED TO MAKE HIS OR HER OWN
INQUIRIES AND ANALYSIS WITH RESPECT TO THE PROPOSED BUSINESS OF
THE CORPORATION.

THE CORPORATION

The Corporation was formed in 2010, with the filing of Articles of Organization with the
Secretary of State of the State of Florida. The sole Class A Member of the Corporation (the
“Class A Member”) is Clear Tune Monitors, Inc., a Florida Corporation (“CTM”). Within the
Board of Directors of the Corporation, Two (2) of said individuals will be chosen by the Class A
Member, and will be the ones responsible for the basic management of the activities of the
Corporation. The Class A Member has contributed a total of $​XXX,XXX to the capital of the
Corporation.

BOARD OF DIRECTORS

The Corporation will be managed by a Board of Directors composed of five (5) individuals. The
initial Directors will be ___________, ___________, for the Class “A” Members, ___________
and ___________ For the Class “B” member, and ___________ chosen by Global Express
Recruiting LLC., as a minority owner of non-preferential Class “A” shares. Some individual
Directors are owners or full time employees of the Class A Member and/or its principals.

The following information is provided for each of the Directors:

Director 1

Director 2

Director 3

Director 4

Director 5

Business History

Clear Tune Monitors, Inc. is a privately owned corporation headquartered in Orlando Florida
with a Business span of four continents. CTM currently conducts business in the Americas,
Europe, Asia and Australia, through the distributor channels it has developed by touring Trade
Shows around the world.

Each market has its own characteristics which the company has been agile enough to identify in
order to determine what products to develop and market to assure business growth and ROI.

Location

CTM headquarters houses their State-of-the-Art production facility, as well as, their Showroom,
Engineering (R&D department), Sales and Main Offices. Clear Tune Monitors sales channels are
strategically distributed as follows:

• North America: USA & Canada

• Central America: Mexico, Costa Rica and Panama

• South America: Colombia, Ecuador, Peru, Argentina and Chile.

• Europe: Spain, Germany, UK

• Asia: Hong Kong, China, Taiwan, Singapore, Japan, Malaysia and Indonesia.

• Australia: Australia

• Pending: Russia

HEAR THE DIFFERENCE AND GET INSPIRED

CTM currently presents a portfolio that offers Custom In-Ear Monitors, Universal Fit Monitors
and accessories as shown:

• Custom In-Ears: CT Series

• Universal Fit In-Ear Monitors: Vintage Series, DaVinci Series, AS-7 and CE320

• Universal Fit Earphones (Consumer): TWS True Wireless Earphones

• Accessories – Premium Cables, Standard IEM Cables, Bluetooth Cable

• Accessories – Assorted and Memorabilia

THE OFFERING AND PLAN OF DISTRIBUTION

Forty preferred return Class B Shares (the “Class B Shares”) in the Corporation are being offered
for a purchase price of $4,015,434.33.

The Corporation is offering the Class B Shares through the Directors, who will receive no
commission or similar remuneration therefor. Except as otherwise required by state securities
laws, all subscriptions will be delivered directly to the Corporation and, once accepted by the
Corporation, become final. There will be no public advertising or general solicitation of any
type to find investors in this offering. All persons to whom the Class B Shares are offered shall
be given a numbered copy of this Memorandum. The Class B Shares are offered subject to prior
sale and withdrawal.

The Operating Agreement gives the Directors the right, at any time, to sell additional Class B
Shares at such prices and on such terms and conditions as the Directors shall determine from
time to time.

USE OF PROCEEDS

The net proceeds of this offering are estimated to be approximately $4,015,434.33. The
following table sets forth the Corporation’s current expectations as to the use of the proceeds
from the offering. See “T​ he Project.​” The Corporation has no firm agreement or understanding
concerning the expenditures listed and no binding budget has been established. The amounts
stated herein are estimates only and the actual expenditures on any item may be greater or lesser
than such estimates.

SOURCES Class A Member $100.00
Class B Member $4,015,434.33
Total Sources of $4,015,534.33
Funds
$756,000
USES
$299,977
Advertisement, Artists, Marketing, $30,000
Events $18,000
$5,000
Other Expenses $474,997
$629,466
Additional Payroll (New Exec. $15,000
Hirings) $60,000
Legal (organization, leasing, Shares $25,000
offering) $4,000
Accounting $299,999
Printing and Graphics $16,000
Salaries and Training $2,000
Inventory $800,000
Utilities
Rent
Office Expansion
Insurance
Trade Shows
Taxes & Miscellaneous
Licenses
CTM Package (Share Purchase)

Distributor Expenses $10,000
Operating Capital $569,996.00
$4,015,434.33
Total Uses of
Funds

To the extent that the net proceeds of the offering are not utilized immediately, they will be
invested in certificates of deposit, savings deposits, short‑term obligations of the Shared States
Government, shares of regulated investment companies investing in such instruments or left in
checking accounts bearing no interest.

DISTRIBUTION POLICY

The Corporation has never declared or paid cash distributions on the Shares. Any payment of
distributions in the future will be at the sole discretion of the Board of Directors and will depend
on, among other things, future earnings, contractual restrictions, capital requirements, the general
financial condition of the Corporation and general business conditions.

DISPROPORTIONATE DISTRIBUTIONS

The Class B Members will contribute $4,015,434.33 to the capital of the Corporation, while the
Class A Member will contribute $100, for One Class A Share. The Class B Members will
contribute $4,015,434.33 for 40 Class B Shares. The capital contributions of the Class B
Member will represent over 99% of the capital contributions to the Corporation.

THE PROJECT

Introduction

This Offering is being made for the purpose of funding, expanding and operating the
corporation’s brand and intellectual property, upgrading its marketing, and taking Clear Tune
Monitors, Inc., to the following Industry Level. The Operation is an On-going business which
numbers, statistics and developing plans are thoroughly described in the business plan attached
to this document, including market studies and demographics.

History

Cesar Milano, a Venezuelan born musician with an indisputable love and passion for great
sound, founded Clear Tune Monitors in 2010. As a musician he understood the importance of

reliable and clear monitoring to better perform on stage, and that’s how Clear Tune Monitor was
born. Ten years later, Clear Tune Monitors is undoubtedly one of the big names in the In-Ear
segment of the Music Industry.

Clear Tune Monitor holds among their clients Grammy Award winning artists such as, Snarky
Puppy, Pearl Jam, Timbaland and Mana as well as many other big players such as, Aaron Spears
(Drummer for Ariana Grande), Mutemath, Becky G, Max Cavalera (Sepultura), Prince Royce,
Farruko, Molotov, Jesse Carballo (Drummer for Mark Anthony) and Tony Escapa (Drummer
Ricky Martin) amongst many others.

CTM is currently seeking to double its sales figures for the following two years. This document
is to executively show how the company will achieve these goals, by teaming up with the right
partners and bringing on board the right team players to develop and put this growth plan in
action.

Since 2016 the company has sustained a 26% average growth in sales, allowing them to reinvest
its earnings into R&D of new products. CTM currently presents a portfolio of 40+ products
which features In-Ear Monitors as its main category as well as specialized cables and accessories
to compliment it. The In-Ear Monitor line offers price points ranging from $200 up to $2,400,
offering Custom In-Ear Monitors (from 2 to 10 drivers) and Universal Fit Monitors (from 2 to 10
drivers). The Cables category ranges from $50 to $400 and the Accessory category has an
assorted range of sub $100 products. The company’s strongest markets are the U.S, Latin
America and Asia..

The Operation

The following represents the Directors’ general intent with respect to the Operation’s products,
graphics and design; however, there can be no assurance that the Operation will indeed
incorporate all of the items or features summarized above or below into the Operation’s
products, graphics and design.

Company Ownership/Legal Entity

Address: 5528 Commerce Dr., Orlando Fl 32839 407.888.8103 [email protected]
www

Clear Tune Monitors, Inc. is a privately owned corporation headquartered in Orlando Florida
with a Business span of four continents. CTM currently conducts business in the Americas,

Europe, Asia and Australia, through the distributor channels it has developed by touring Trade
Shows around the world.
Each market has its own characteristics which the company has been agile enough to identify in
order to determine what products to develop and market to assure business growth and ROI.

Location
CTM headquarters houses their State-of-the-Art production facility, Showroom, Engineering
(R&D department), Sales and Main Offices. Clear Tune Monitors sales channels are strategically
distributed as follows:
• North America: USA & Canada
• Central America: Mexico, Costa Rica and Panama
• South America: Colombia, Ecuador, Peru, Argentina and Chile.
• Europe: Spain, Germany, UK
• Asia: Hong Kong, China, Taiwan, Singapore, Japan, Malaysia and Indonesia.
• Australia: Australia
• Pending: Russia

Products
CTM currently presents a portfolio that offers Custom In-Ear Monitors, Universal Fit Monitors
and accessories as shown:
• Custom In-Ears: CT Series
• Universal Fit In-Ear Monitors: Vintage Series, DaVinci Series, AS-7 and CE320
• Universal Fit Earphones (Consumer): TWS True Wireless Earphones
• Accessories – Premium Cables, Standard IEM Cables, Bluetooth Cable

• Accessories – Assorted and Memorabilia

INVESTORS PURCHASING THE CLASS B SHARES IN THE CORPORATION NEED
TO BE AWARE THAT INVESTMENTS IN OPERATIONS ARE HIGH RISK AND
ONLY INVESTORS WILLING TO LOSE THEIR ENTIRE INVESTMENT SHOULD
CONSIDER MAKING AN INVESTMENT.

NOTWITHSTANDING THE FOREGOING, THERE CAN BE NO ASSURANCE: (1)
THAT THE CORPORATION’S OPERATIONS WILL YIELD ANY NET POSITIVE
CASH FLOW; OR (2) TO THE EXTENT THAT THE CORPORATION’S OPERATION
YIELDS NET POSITIVE CASH FLOW, THAT THE CASH DISTRIBUTIONS MADE
TO INVESTORS IN OTHER SIMILAR OPERATIONS WILL BE DUPLICATED IN
THE OPERATION. SEE “RISK FACTORS.”

Operations and Controls

The Directors recognize that in addition to high quality products, service and dynamic design,
the Corporation must operate within well-defined and established budgets and controls in order
to operate profitably.

The Directors also recognize that the Operation must operate within a revenue/cost ratio that
assures sufficient profitability to meet the Corporation’s financial goals. The Directors hope to
operate in a revenue/cost ratio that enhances the likelihood of sufficient profit; however, there
can be no assurance that the Directors will be able to operate the Operation profitably.

The Board of Directors will devote such time to the Operation, as they deem necessary. See
“​Risk Factors​,” “​Certain Transactions​” and “C​ onflicts of Interest.​ ”

Employees

The Corporation will hire a professional management Corporation to manage and operate the
Corporation’s Operation. The management Corporation will hire such personnel as it deems
necessary to properly staff the Operation.

New Job Openings

To make this plan possible it becomes necessary to create and fill new job positions in key areas
of the business operation in order to better distribute the workload therefore optimizing
productivity. Initially the required positions would be:

• A Ministry Support Representative: Since worship musicians are a fundamental segment of the
company’s sales, it is only logical to have a liaison with this community. This would be a mainly
out of office position since the core activities would be to visit churches and tend directly to our
worship community’s needs.

• Two Social Media Community Managers: The task of expanding and maintaining the brand’s
presence in this ever changing digital landscape is time consuming and in order to stay current,
answer to the community in a timely manner and explore new channels, there needs to be at least
one person filling this position, ideally two.

• Two Media Creators: Candidates for this job should be able to create graphic design assets as
well as edit videos and create motion graphics to satisfy the company’s ever growing demand for
such assets. This would assure that promotional material as well as social media content gets
delivered on time.

• Two Junior Developers: Since the company’s website is its main operations hub, it is
paramount for it to be at its top performance and also be able to improve delivery times for new
features and debugging. To this end a front end developer that doesn’t need to deal with the
complexity of the back end is of utmost importance, and so is a back end developer mainly
focused on the database, security and performance side of things.

• Two lab technicians in order to respond more effectively to the increased product demand.

Market Opportunities and Strategies:

As a path to reach the desired growth, CTM has identified the following Market Opportunities
which seem to best fit the company’s profile and strengths:

Consolidation of the Latin American Market (“LATAM”) Market

Traditionally the LATAM has been a stronghold for CTM, mostly due to the fact of our artists
being among the most recognized in the LATAM Music Industry which has ignited the brand
awareness and purchase intent in the region. This combined with the understanding of how
business is done in the region and the nurturing of personal relationships with key players in the
industry have contributed to solidify CTM’s presence in this market.

The LATAM Region will end 2020 as a Six Million Dollar market, distributing the sales
between Universal Fit (75%) and Custom Fit Monitors (25%). CTM’s market share is 17% of the
total sales; taking a shy 1.78% Universal Fit share; and a solid 61% share of the Custom Fit.

The company is ready to kick off a 2021 growth plan, which involves resizing the production
capacity. Every key player (vendors, current employees and management members) has been
carefully assessed and we can state that CTM is aware, prepared, and eager to increase their
production capacity up to 2.5 times in the timeframe of two months to supply the new coming
demand.

Even though we are confident about our position, we definitely see a growth opportunity
represented by our line of Universal Fit products which are aimed to lower the bar of entry into
our high quality product line. By signing distribution agreements with the biggest Distributors in
the region we would give the company a more universal appeal while reaching a broader
audience. CTM is projecting a 2021 market of $8MM which will represent a 25% Total Market
growth and are eager to be the main contributors to that growth.

Key to this consolidation would be:

• Launch of more sub $200 priced products

• New Distribution Channels

• New hires for Marketing, Sales and Distribution.

Introduction to the Gaming Market

There is a potential user segment we have been taking into consideration for quite some time and
given the current global situation the timing seems just perfect. This segment is the Gaming
Market, which includes individuals from all genders, ages 12-50 focusing on Esports and Mobile
Gaming. It’s a great and logical extension of the music loving consumer oriented line of our
business.

Market size:

The global Gaming Market has been valued at 152.1 billion for 2020, which is an increase of
9.6% from previous year. 45% of this will come from mobile, which is the largest segment in the
gaming market. Mobile explicitly means movement and in this context the convenience of using
smaller, lightweight, ergonomic earphones is likely to outperform the use of standard bulky over

the head earphones, especially when customization comes into the equation, and that is our
specialty.
Segments:
• Mobile gaming which covers 45% of the market.
• Console gaming
• PC gaming

Market growth prospect:
The video gaming industry is expected to reach over 300 billions by 2025 with billions of dollars
in profit and 2.5 billion gamers around the world.

Trends & technologies:
• Streaming Gameplay
• Mobile Gaming
• E Sport
• Downloaded/Boxed Games
• Twitch
Product Niche: ( Customized IEMS and UIEMS for gamers E sport teams with detachable boom
microphone.)
CTM has designed and created a product thinking about the need for comfortable earphones used
to play video games at home or on the move. By improving the comfort this product would help
users improve their skills as they seamlessly enjoy a richer audio experience, and by offering
unprecedented levels of customization this actually creates a bond between the user and the
earphone making it a source of pride becoming also an aspirational item within the community.
We envision the expansion of CTM into the Gaming Market as a strategy to guarantee its
profitability over time, not only because it’s a big market but mainly because it lacks companies

like CTM which not only offers high quality products but also offers top tier white glove
customer service. At CTM it’s not only about selling products, it’s about making customers part
of it.

The Corporation with its 10 years of experience making CIEMS for the most famous artists and
musicians all over the world and creating the best sound quality and the best ergonomic
experience, complementing that with our top tier customer service, we have the confidence that
this industry would constitute a good percentage of revenue for the company.

Taking advantage of our extensive experience in the pro audio industry, we can develop products
to be used in the Gaming Industry that offer higher sound quality than products currently
available in this market, taking the user’s audio and ergonomic experience to a new level backed
up by our extensive knowledge of customized products that satisfy specific needs.

Competition:

CTM fully understands the challenges from outside competitors, both large and small.

Big Competitors

• Sennnheiser

• JBL

• Bose

• Logitech

• Turtle Beach

• Sony

• Shure.

We acknowledge that these companies have been in the industry and with products in the market
for years, but we are still convinced that this does not pose a threat as these companies have
expressed no intention of entering into the customization segment of IEMS ( CIEMS ), let alone
the addition of specialized detachable microphones.

Thinking about the rise of mobile gaming and the increase of pro gamer teams all over the world,
it is just a matter of time before CIEMS become a popular trend in the gaming industry.

CERTAIN TRANSACTIONS
The Directors will operate the Operation pursuant to the terms of the Operating Agreement and
will be responsible for the overall management and operation of the Corporation’s business.

OPERATING AGREEMENT
The rights and obligations of the Members and the Directors will be governed by an Operating
Agreement in form substantially similar to that attached to this Memorandum. The prospective
Class B Member is urged to study carefully all of the terms and provisions of the Operating
Agreement before investing in the Corporation.

TRANSFERABILITY OF CLASS B SHARES
The Class B Shares subscribed to hereunder may not be sold, transferred or assigned for value to
any person unless permitted by the Operating Agreement and federal and applicable state
registration statements are in effect with respect to the Class B Shares or unless the transfer is
exempt from registration. The Corporation may require an opinion of the Member’s counsel
satisfactory to the Corporation that the transfer of the Class B Shares is exempt from such
registration. All transferees of Class B Shares will be treated similarly.

SUBSCRIPTION PROCEDURES
In order to subscribe for the Class B Shares, each prospective investor will be required to
complete, execute and return the following documents:

1. The Subscription Agreement - counterpart signature page;
2 The Operating Agreement - counterpart signature page;

The cash payments of the prospective Class B Member according to the Subscription Agreement
will be deposited by the Corporation into a segregated bank account and, once the subscription
has been accepted by the Corporation, be immediately available for use by the Corporation.
Subscriptions may be disqualified in the absolute discretion of the Directors.

Address: 5528 Commerce Dr., Orlando Fl 32839 407.888.8103 [email protected]
www.cleartunemonitors.com

SHARES PURCHASE AGREEMENT

THIS SHARES PURCHASE AGREEMENT (this “A​ greement”​ ) is entered into as of August
____, 2020 (the “E​ ffective Date”​ ), by and between _____________________________, a
Florida Corporation (“P​ urchaser”​ ), and Clear Tune Monitors, Inc, a Florida Corporation
(“​Seller​”). Seller and Purchaser are sometimes referred to herein individually as a “P​ arty”​ and
together as the “​Parties”​ .

W I T N E S S E T H:

WHEREAS,​ following the consummation of a pending acquisition (the “​Acquisition​”) Seller
will own One Hundred Percent (100%) of the issued and outstanding Shares of Clear Tune
Monitors, Inc,​ ​(the “C​ orporation ​”), being all of the ownership Shares in Corporation ; and

WHEREAS,​ Seller desires to sell Forty Percent (40%) of the issued and outstanding Ownership
Shares in the Corporation (the “​Shares”​ ) to Purchaser, and Purchaser desires to purchase the
Shares from Seller, on the terms and conditions stated in this Agreement (the “​Transaction​”).

NOW, THEREFORE​, in consideration of the mutual covenants herein contained and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by the Parties, it is agreed as follows:

1. A​ cquisition of the Ownership Shares​. P​ urchaser shall purchase, and Seller shall sell,
in accordance with the provisions of this Agreement, the Ownership Shares having such rights,
privileges and preferences as set forth in that certain Bylaws of Corporation which will be
executed contemporaneously with the Closing of the Transaction, a copy of which Bylaws is
attached hereto as ​Exhibit A (the “B​ ylaws​”). The Transaction is hereby expressly made
contingent on the closing of the Acquisition.

2. P​ urchase Price.​ ​The purchase price for the Ownership Shares is Eight Hundred
Thousand Dollars ($800,000.00) (the “​Purchase Price”​ ). Purchaser shall pay the Purchase Price
to Seller by wire transfer in accordance with instructions that shall be provided by Seller to

Purchaser prior to the Closing Date (defined herein). Seller and Purchaser agree and
acknowledge that the Purchase Price is a fair market value price for the Ownership Shares.

3. C​ losing Date.​ The Closing of the Transaction (the “​Closing”​ ) shall take place by
simultaneous execution of duplicate originals of this Agreement on the Effective Date (the
“​Closing Date​”). The Closing shall take place by electronic transmission followed by delivery of
original documents. The Closing shall be deemed to have occurred at 12:01 a.m. Eastern Time
on the Closing Date.

4. I​ nstrument of Transfer.​ The transfer of the Ownership Shares from Seller to
Purchaser shall be effected at the Closing by delivery by Seller of an Assignment of the
Ownership Shares in the form attached hereto as E​ xhibit B​ (“O​ wnership Assignment”​ ).

5. R​ epresentations and Warranties of Seller​. Seller hereby makes the following
representations and warranties to Purchaser as of the Closing Date:

(a) ​Seller is a Corporation formed under the laws of the State of Florida. Seller has
the absolute and unconditional right, power and authority and capacity to execute and
perform this Agreement, and all documents and agreements executed in connection
herewith, and to sell and transfer the Ownership Shares to Purchaser. Following the
Acquisition, Seller has not granted any option or other commitment and is not otherwise
a party to or bound by any agreement imposing the obligation to sell, pledge or otherwise
grant any Shares in the Ownership Shares to any person or entity. Seller is not a party to
or bound by any agreement, and no provision(s) of any existing mortgage, indenture,
contract or agreement binding on Seller or affecting Seller’s property, which would
conflict with, be in contravention hereof, have a material adverse effect upon, or in any
way prevent the execution, delivery, or performance of the terms of this Agreement.

(b) ​This Agreement, when executed and delivered by Seller, will constitute the
valid and binding obligation of Seller enforceable against Seller in accordance with its
respective terms, provided, that the enforceability of any provisions in this Agreement, or
of any rights granted to Purchaser pursuant hereto may be subject to and affected by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the rights of creditors generally and that the right of Purchaser to specifically enforce any
provisions of this Agreement is subject to general principles of equity.

(c) S​ eller has sole and valid title to, and owns beneficially and of record, the
Ownership Shares, and, Seller has good and marketable title to the Ownership Shares,
free and clear of any and all options, liens, claims, pledges, voting trusts and agreements,
security Shares, charges and other restrictions and encumbrances of any kind.

(d) ​There are no actions, liens, overpayment claims suits, claims, proceedings or
investigations, either at law or in equity, or before any commission or other
administrative authority in any United States or foreign jurisdiction, of any kind now
pending or threatened against Seller or Seller’s assets that (i) question the validity of this
Agreement; or (ii) seek to delay, prohibit or restrict in any manner any action taken or to
be taken by Seller pursuant to this Agreement.

6. R​ epresentations and Warranties of Purchaser.​ Purchaser hereby makes the
following representations and warranties to Seller as of the Closing:

(a) P​ urchaser is a limited liability Corporation formed under the laws of the State
of ____________. Purchaser has the absolute and unconditional right, power and
authority and capacity to execute and perform this Agreement, and all documents and
agreements executed in connection herewith, and to purchase the Ownership Shares from
Seller. Purchaser is not a party to or bound by any agreement, and no provision(s) of any
existing mortgage, indenture, contract or agreement binding on Purchaser or affecting
Purchaser’s property, which would conflict with, be in contravention hereof, have a
material adverse effect upon, or in any way prevent the execution, delivery, or
performance of the terms of this Agreement.

(b) ​This Agreement, when executed and delivered by Purchaser, will constitute the
valid and binding obligations of Purchaser enforceable against Purchaser in accordance
with its respective terms, provided, that the enforceability of any provisions in this
Agreement, or of any rights granted to Seller pursuant hereto may be subject to and
affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the rights of creditors generally and that the right of Seller to specifically
enforce any provisions of this Agreement is subject to general principles of equity.

(c) ​Purchaser is buying the Ownership Shares purchased hereunder for investment
for its own account and not for resale. Purchaser acknowledges that the Ownership
Shares purchased hereunder are not registered securities pursuant to the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, or any state
securities laws, and are not transferable unless they are subsequently registered under
such statutes or unless appropriate exemptions from such statutes are available.

(d) T​ here are no actions, suits, claims, proceedings or investigations, either at law
or in equity, or before any commission or other administrative authority in any United
States or foreign jurisdiction, of any kind now pending or threatened against Purchaser or

Purchaser’s assets that (i) question the validity of this Agreement; or (ii) seek to delay,
prohibit or restrict in any manner any action taken or to be taken by Purchaser pursuant to
this Agreement.

7. ​Acknowledgment by Purchaser Regarding Corporation ​. Purchaser is completely
familiar with the Corporation, its assets, its business operations and financial affairs, its
contracts, commitments, and past and projected future performances. Purchaser and its advisors
have had complete and free access to the Corporation books and records. Purchaser is entering
into this Agreement on the basis of its own independent evaluation and investigation. Purchaser
is not relying on any statement or representation made by Seller, Corporation or by any of
Corporation ’s employees, directors, officers or stockholders, or by any of Corporation ’s or
Seller’s respective accountants or legal or financial advisors with respect to the value of the
Ownership Shares or with regard to the form or content of the documentation related to the
proposed transactions.

8. R​ elease​. Except as otherwise provided in S​ ection 11 below, in connection with the
terms and conditions contained in this Agreement and the purchase of the Ownership Shares by
Purchaser from Seller, Purchaser hereby remises, releases and forever discharges and by these
presents do for themselves and their agents, beneficiaries, heirs, personal and legal
representatives, successors and assigns, remise, release and forever discharge Seller, and its
affiliates, parent, subsidiaries, agents, employees, representatives, directors, officers, managers,
and each of its successors and assigns (collectively, the “​Releasees​”) of and from all, and in all
manner of action, cause of action, suits, debts, dues, sums of money, accounts, controversies,
covenants, contracts, agreements, promises, judgments, executions, claims and demands
whatsoever, at law or in equity including, but not limited to, any actions or omissions of Seller as
a Shareholder of Corporation , which Purchaser has, now has, or which Purchaser hereafter can,
shall or may have against the Releasees, known or unknown, related to, for, upon or by reason of
any matter, cause or thing whatsoever from the beginning of time to the date hereof.
Notwithstanding the foregoing, the release set forth herein shall not be applicable to any action,
cause of action, suits, debts, dues, sums of money, accounts, controversies, covenants, contracts,
agreements, promises, judgments, executions, claims and demands whatsoever, at law or in
equity arising out of a breach by Seller of this Agreement including, without limitation a breach
of any of Seller’s representation and warranties set forth in ​Section 6​ hereof.

9. S​ urvival​. E​ xcept as provided herein or unless an alternative time period is
specifically designated in this or related documents, all representations and warranties made
hereunder or pursuant hereto or in connection with the transaction contemplated hereby shall
survive the Closing Date for a period of twelve (12) months (the “​Survival Period​”) after which

they shall terminate. Any claim for breach of any representation or warranty must be received in
writing by the Party against whom the claim is made prior to the first anniversary of the Closing
Date stating both (i) the material facts and circumstances giving rise to the breach and (ii) the
breach itself.

10. I​ ndemnification.​

(a) Indemnification by Seller.​ Seller will indemnify, defend and hold Purchaser harmless
from and against any and all liabilities, obligations, claims, damages, costs and expenses liens
(including without limitation reasonable attorneys’ fees) (collectively, “L​ osses​”) that Purchaser
suffers or incurs as a result of or relating to any of the breach of, or inaccuracy in, any
representation, warranty, or covenant made by Seller or Corporation contained in this
Agreement, provided, however, that any payments pursuant to this Section 11(a) shall not exceed
the Purchase Price, in the aggregate.

(b) Indemnification by Purchaser. Purchaser will indemnify, defend and hold Seller
harmless from any and all Losses that the Corporation suffers or incurs as a result of or relating
to any breach of, or inaccuracy in, any representation, warranty, or covenant made by Purchaser
contained in this Agreement, provided, however, that any payments pursuant to this Section
11(b) shall not exceed the Purchase Price, in the aggregate.

(c) Exclusivity. ​The right of each Party to assert indemnification claims and receive
indemnification payments pursuant to this Section shall be the sole and exclusive right and
remedy exercisable by such Party with respect to any breach of this Agreement by the other
Party.

(d) Knowledge. Th​ e right of any Party to indemnification pursuant to S​ ections 11(a) and
11(b) will be limited in the event that the indemnifying Party establishes that the party seeking
indemnification acquired actual knowledge prior to the Closing Date of both (i) the material facts
and circumstances giving rise to the breach that is the subject of such claim for indemnification
and (ii) the breach itself.

11. Miscellaneous.

(a) Notices. ​All notices or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be considered as properly given or made,
and received if hand delivered, mailed by the United States Mail, postage prepaid, certified and
return receipt requested or mailed through Federal Express, Airborne or other reputable next‑day
delivery service to either Party at their addresses as set forth below or at such other address as
either Party may designate from time to time:

If to Seller: 5528 Commerce Dr., Orlando Fl

32839 407.888.8103

[email protected] www.cleartunemonitors.com

With a copy to:
____________________
____________________

If to Purchaser: ___________________________
__________________
__________________

With a copy to:
____________________
____________________

(b) Complete Agreement. T​ his Agreement and the schedules and exhibits attached
hereto and any other document executed and/or delivered contemporaneously by the Parties
hereto contain the final, complete expression of the understanding between the Parties with
respect to the Transaction completed by them and supersedes any prior agreement, representation
or understanding, oral or written, by any of them with respect to the Transaction.

(c) Further Assurances. ​The Parties shall sign any and all documents, agreements,
certificates or other instruments reasonably required or necessary under law or otherwise to
effectuate the provisions of this Agreement, including any notices, assignments and
accommodations to lenders or to other business or contractual relations. Specifically, Seller
agrees to perform or cause to be performed all such acts, and to execute, acknowledge and
deliver or cause to be executed, acknowledged and delivered all such documents, as may be
reasonably required or requested by Purchaser in order to effectuate a successful Change of
Ownership (CHOW) for both state and federal purposes.

(d) Waiver and Amendment. A​ waiver or amendment of this Agreement or any
provision of it will be valid and effective only if it is in writing and signed by or on behalf of
each Party. No waiver of any portion of this Agreement shall operate to constitute a waiver of

any other provision of this Agreement. The failure of either Party at any time to insist upon strict
performance of any condition, promise, agreement or understanding set forth herein shall not be
construed as a waiver or relinquishment of the right to insist on strict performance of the same
condition, promise, agreement or understanding at a future time.

(e) Severability. ​If any of the provisions of this Agreement or any section of this
Agreement are held invalid for any reason, the remainder of this Agreement or any such section
or subsection will not be affected and will remain in full force and effect in accordance with its
terms.

(f) Captions. T​ he captions preceding the text of each section of this Agreement are used
solely for convenient reference and neither constitute a part of this Agreement nor affect its
meaning, interpretation or effect.

(g) Counterparts and Originals. T​ he Parties may sign this Agreement in any number of
counterparts. Each signed counterpart shall be an original, and all of them, together, constitute
one and the same Purchase Agreement.

(h) Assignability. T​ his Agreement is not assignable by either Party without the prior
written consent of the other Party, and any attempted assignment without the prior written
consent of the other Party shall be void, invalid and unenforceable against the other Party.

(i) Governing Law. T​ his Agreement is governed by and shall be construed in accordance
with the laws of the State of Georgia.

(j) Pronouns and Gender. A​ ll terms and words used in this Agreement, regardless of the
number or gender in which they are used, shall be deemed and construed to include any other
number, single or plural and any other gender, masculine, feminine or neuter, as the context or
the sense of this Agreement may require, as if such words had been fully and properly written in
the appropriate number and gender.

(k) Binding Effect. T​ his Agreement shall be binding on and inure to the Parties and their
respective successors‑in‑Shares, heirs and assigns. Parties bound by this Agreement shall take
any and all actions necessary or appropriate to effectuate this Agreement’s purposes and
provisions.

(l) Confidentiality. ​Neither Party shall disclose this Agreement or any of the terms hereof
to any third party, except as provided in this Agreement and to its legal counsel and financial
advisors, or except as otherwise required by law or in connection with a determination or
enforcement of a party’s rights or responsibilities hereunder, without the prior written consent of

the other Party; provided, however, t​ hat either Party may disclose this Agreement to its legal and
financial advisors.

(m) Representation by Counsel. Each party represents to the other that such party has
been represented by or has had the opportunity to consult with counsel regarding the terms and
conditions of this Agreement and all agreements entered into or contemplated by the transaction
described herein.

(n) Defined Terms. Capitalized terms used in this Agreement but not defined herein shall
have the meaning set forth in the Bylaws.

[Signature Page Follows]

THE PARTIES HERETO,​ have executed and delivered this Ownership Shares Purchase
Agreement to each other effective as of the Effective Date.
SELLER:
Clear Tune Monitors, Inc

By:______________________________
XXXXXX

PURCHASER:
________________________

By:______________________________
XXXXXX

EXHIBIT A
EXHIBIT B