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下载后可任意编辑STOCK PURCHASE AGREEMENTTHIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of December 31, 2024, by and among lntelius Inc., a Delaware corporation (the "Buyer"), and the Persons identified as"Stockholders" on the signature pages attached hereto (collectively, the "Stockholders" and each a "Stockholder").WHEREAS, the Stockholders collectively own all of the issued and outstanding capital stock of Zaba, Inc., a Delaware corporation (the "Company"), which as of the date hereof consists of 290,155 shares of Common Stock, $.001 par value (the "Shares").WHEREAS, upon the terms and subject to the conditions set forth herein, the Buyer desires to acquire from the Stockholders, and such Stockholders desire to sell to the Buyer, all of the Shares as of the Closing.NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:ARTICLE 1DEFINITIONSSection 1.01 DefinitionsThe following terms, as used herein, have the following meanings:"Affiliate" means (except as otherwise specifically defined herein), as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise."Allocation Percentage" means, with respect t...