Letter of Intent for the Acquisition of AVC Tech Services, Inc.

Managed IT, Security, Cloud Licensing & Managed Print Services — Apple Valley, California (Inland Empire)
To: The Seller of AVC Tech Services, Inc., c/o the Listing Broker
From: Deepak Choudhary
Non-Binding — Subject to Definitive Agreement
Date: October 29, 2026

Deepak Choudhary (the "Buyer") proposes to acquire substantially all of the assets of AVC Tech Services, Inc. (the "Company") from the Seller, on the terms outlined below. This Letter of Intent ("LOI") is intended to facilitate good-faith negotiation toward a definitive purchase agreement. Except for the sections expressly stated to be binding, this LOI is non-binding and creates no obligation to complete the transaction.

1.Purchase Price and Payment Terms

The Buyer proposes a total purchase price of $600,000 for substantially all of the assets of the Company, structured as an asset purchase.

The consideration is proposed as follows:

• Seller Note 90% — $540,000 at 5% interest, 5-year term, amortizing, payable by the Buyer to the Seller.

• Buyer Equity 10% — $60,000 cash at closing (cash to close).

Of the Seller Note, $100,000 shall be structured as a holdback within the note principal, subject to offset for the risk-mitigation matters set forth in Section 2, and released in accordance with the milestones described in Section 2 and Section 5. This holdback is not a reduction in price; it is a good-faith mechanism to align the parties while the key diligence items confirming run-rate and transition are completed.

2.Risk Mitigation & Operational Contingencies

The following contingencies convert the principal risks identified in diligence into specific, good-faith terms. They are intended to be fair to both parties and to allow the transaction to close with confidence.

A) Loss of the largest client (military print contract). The Company's single largest client, a military print contract of approximately $32,500/month (~28% of historical revenue), ended December 2025 with no signed agreement confirming its return. The purchase price above is therefore based on the Company's run-rate WITHOUT this contract. During diligence, the Buyer will review any written documentation from the government, Lexmark, or Epson regarding the status of this contract. No value is being paid for the contract's return; should it return post-closing, the upside accrues to the Buyer, and no further consideration is owed.

B) Owner dependence and replacement management cost. Both owners (Anthony and Sean) currently perform sales, account management, installations, and technical escalations, with no non-owner manager in place. The parties acknowledge the CIM's $145,000 replacement-manager assumption may understate the full cost. During diligence, the Seller will provide a written breakdown of the specific day-to-day duties performed by each owner. If verified replacement cost materially exceeds the modeled assumption, the parties will adjust the final cash flow model accordingly before the definitive agreement.

C) Seller transition support. As a condition to closing, Sean (COO) shall provide a transition and consulting period of not less than three to six months following closing, under a defined, compensated role covering sales handoff, account-manager relationships, installations, and technical escalation knowledge transfer. Satisfactory completion of this transition period is a condition to release of a portion of the Section 1 holdback.

D) Non-competition and non-solicitation. As a condition to closing, each selling owner shall execute a customary non-competition and non-solicitation agreement covering the Company's service area in the Inland Empire for a reasonable term (proposed five years), protecting the customer relationships, goodwill, and recurring contracts being acquired.

E) Recurring-revenue verification and client concentration. Because 96% of revenue is billed as recurring but seat counts are audited only quarterly and are contractually locked for 12-month terms, the Buyer will require a client-by-client aging and contract-renewal schedule confirming the recurring base and any anticipated seat-count reductions or cancellations within the next 12 months. Material unverified attrition will be addressed via adjustment or offset against the Section 1 holdback.

F) Add-back and expense verification (car & truck, family COGS, accrual basis). The TTM "car & truck" expense of $43,474 (versus prior years) and family-member compensation in COGS will be verified against vendor receipts and payroll records before being accepted as add-backs; the portion attributable to a field-service vehicle or ongoing admin work will be treated as a real operating cost. The Seller will also provide accrual-basis profit-and-loss statements for the last three years to confirm the true timing of earnings. Confirmed reductions to normalized cash flow will be reflected in the final model or offset against the Section 1 holdback.

G) Month-to-month office lease and vendor concentration. Because the office is rented month-to-month at $1,000/month, the Buyer will seek written confirmation of continued tenancy or a longer-term lease from the landlord prior to closing. The Buyer will also confirm the assignability and continuity of key single-source vendor relationships (Pax8, Syncro MSP, Lexmark/Epson dealer status) as a closing condition.

3.Assets Included

The acquisition includes substantially all assets used in the operation of the Company, including: all customer relationships, recurring service contracts and managed-service agreements; goodwill; the trade name "AVC Tech Services" and related intellectual property; the domain name, website, and online reviews/profiles; vendor relationships and dealer/reseller status (Pax8, Syncro MSP, Lexmark/Epson); operating systems, tools, and technician equipment; and all records necessary to operate the business.

Excluded assets: cash and cash equivalents; pre-closing accounts receivable; the two owner-leased personal-use vehicles; and the owners' personal assets. The Company's existing debt, including any SBA loan payable, shall be satisfied by the Seller at or before closing.

4.Due Diligence and Closing Conditions

The Buyer requests a period of exclusivity of sixty (60) days from execution of this LOI, during which the Seller and broker will not solicit or negotiate with other prospective buyers.

Closing is conditioned on: (i) financial verification confirming the normalized TTM EBITDA of approximately $197,418 and the add-back schedule, including accrual-basis statements for the last three years; (ii) client-by-client confirmation of the 96% recurring-revenue base; (iii) satisfactory verification of the Section 2 risk items; (iv) a net working capital true-up at closing to deliver a normal level of working capital; and (v) no material adverse change in the business, its clients, or key vendor relationships between signing and closing.

5.Closing Timeline

The parties will target the following milestones:

• LOI Execution — upon signature

• Due Diligence Period — 60 days from LOI execution

• Definitive Purchase Agreement — within 75 days of LOI execution

• Closing — within 30 days of definitive agreement execution

• Seller Transition Period (Section 2C) — 3 to 6 months post-closing

• Holdback Release Horizon — upon satisfaction of Section 2 milestones, up to 12 months post-closing

6.Governing Law — Binding

This LOI and the contemplated transaction shall be governed by the laws of the State of California, where the Company operates. This section is binding.

7.Confidentiality — Binding

Both parties shall keep confidential the existence and terms of this LOI and all information exchanged in connection with the proposed transaction, and shall use such information solely to evaluate and complete the transaction. This obligation survives for two (2) years. This section is binding.

8.Non-Binding Effect

This LOI is non-binding and does not obligate either party to complete the transaction, except for the following provisions, which are binding: the exclusivity condition in Section 4, Confidentiality (Section 7), Governing Law (Section 6), and Costs (Section 9). A binding obligation arises only upon execution of a definitive purchase agreement.

9.Costs

Each party shall bear its own costs and expenses, including legal, accounting, and advisory fees, incurred in connection with this LOI and the proposed transaction, whether or not the transaction is completed.

10.Next Steps

Upon acceptance of this LOI, the Buyer will: (i) commence formal due diligence and provide a diligence checklist and records request, including accrual-basis financials, the add-back backup, the client aging and renewal schedule, and vendor/landlord confirmations; and (ii) engage counsel to prepare the definitive purchase agreement and ancillary documents, including the seller transition/consulting agreement, the non-compete and non-solicitation agreements, and the escrow/holdback terms described in Section 1 and Section 2.

The Buyer looks forward to working with the Seller in good faith toward a successful closing.

11.Signatures

Agreed and Accepted:

Buyer: ______________________________ Deepak Choudhary Date: October 29, 2026

Seller: ______________________________ Name: ______________________________ Date: ____________

Electronic Signature

Deepak Choudhary

Buyer — signed electronically on October 29, 2026

✓ Signed electronically by Deepak Choudhary on October 29, 2026. Use Print to save a copy for your records.

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