Form 8-K

8-K — Linkhome Holdings Inc.

Accession: 0001213900-26-055851

Filed: 2026-05-13

Period: 2026-05-08

CIK: 0002017758

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0290305-8k_linkhome.htm (Primary)

EX-10.1 — STOCK PURCHASE AGREEMENT, DATED MAY 8, 2026, BY AND AMONG LINKHOME HOLDINGS INC., CONSTANT INVESTMENTS, INC. AND JUN CHOI AND RICHARD TAK (ea029030501ex10-1.htm)

EX-10.2 — AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, DATED MAY 12, 2026, BY AND AMONG LINKHOME HOLDINGS INC., CONSTANT INVESTMENTS, INC. AND JUN CHOI AND RICHARD TAK (ea029030501ex10-2.htm)

EX-99.1 — PRESS RELEASE DATED MAY 12, 2026 (ea029030501ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0290305-8k_linkhome.htm · Sequence: 1

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0002017758

2026-05-08

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

May

8, 2026

Date

of Report (Date of earliest event reported)

Linkhome Holdings Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42652

93-4316797

(State

or other jurisdiction

incorporation)

(Commission File Number)

(IRS

Employer

Identification

No.)

17901 Von Karman Ave, Ste 450

Irvine,

92614

(Address of principal executive

offices)

(Zip Code)

Registrant’s

telephone number, including area code: (800) 680-9158

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, Par Value $0.001

LHAI

The Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

May 8, 2026, Linkhome Holdings Inc. (the “Company” or “Linkhome”) entered into a Stock Purchase Agreement (the

“Stock Purchase Agreement”) with Constant Investments, Inc., a Texas corporation doing business as Mortgage One Group (the

“Target”), and Jun Choi and Richard Tak, the sole shareholders of the Target (the “Sellers”). Pursuant to the

Stock Purchase Agreement, Linkhome will acquire from the Sellers all of the issued and outstanding shares of the Target, resulting in

Linkhome owning 100% of the Target’s shares.

The

aggregate consideration for the acquisition consists of the issuance by Linkhome of 300,000 shares of its common stock, par value $0.001

per share (the “Stock Consideration”) to the Sellers at closing, together with the Sellers’ right to receive an earnout

of up to $750,000 in cash (the “Earnout Cap”), contingent on the post-closing performance of the Target’s mortgage

origination business over a two-year period. The Stock Consideration will be issued as “restricted securities” in accordance

with Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder. The earnout, if and to the

extent earned, will be calculated at a rate of twenty-five (25) basis points (0.25%) of funded loan volume originated by the Target during

the two-year period following the closing, subject to the Earnout Cap and conditions as set forth in the Stock Purchase Agreement.

connection with the transaction, Linkhome has also agreed to entered into consulting agreements with each of the Sellers (the

“Consulting Agreements”), under which the Sellers will provide transition support, business continuity, and operational

assistance during the two-year period following closing (the “Transition Period”). As compensation for these services,

the Sellers will receive in the aggregate $250,000 in cash as consulting compensation, payable in equal monthly installments over the

Transition Period. The Consulting Compensation is subject to the terms and conditions set forth in the Consulting Agreements, which

are being entered into concurrently with closing.

Additionally,

as a condition to closing, each Seller will execute a restrictive covenant agreement in a form reasonably acceptable to Linkhome

(each a “Restrictive Covenant Agreement”). The Restrictive Covenant Agreements will include customary non-competition,

non-solicitation, and confidentiality covenants that restrict the Sellers’ ability to compete with the acquired business,

solicit employees or customers, or disclose confidential information for specified periods following the closing.

The Stock Purchase Agreement

contains customary representations, warranties, covenants, and indemnities of the parties, including non-competition and non-solicitation

provisions applicable to the Sellers. The closing of the transaction is subject to customary closing conditions and is expected to be

on or before May 31, 2026 (the “Closing Date”), subject to satisfaction of closing conditions.

On May 12, 2026, Linkhome,

the Target, and the Sellers entered into Amendment No. 1 to the Stock Purchase Agreement (the “Amendment”). The Amendment

extends the target Closing Date to July 1, 2026. The Amendment also clarifies that completion of the Buyer’s second-round financing

is not a condition to the Sellers’ obligations to close.

A copy of the Stock Purchase

Agreement is filed as Exhibit 10.1 and a copy of the Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated

herein by reference. The foregoing description of the Stock Purchase Agreement and the Amendment does not purport to be complete and is

qualified in its entirety by reference to the complete text of the Agreement and the Amendment.

Item

7.01 Regulation FD Disclosure.

May 12, 2026, the Company issued a press release announcing the Company’s entry into the Stock Purchase Agreement. A copy of the

press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information in this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act.

Forward-Looking

Statements

Certain

statements in this Current Report on Form 8-K are forward-looking statements for purposes of the safe harbor provisions under the U.S.

Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding the expected closing and operational effectiveness of the proposed acquisition;

anticipated benefits, synergies, and opportunities of the transaction; integration plans and timing; expectations regarding the deployment

and impact of artificial intelligence in mortgage operations; the nationwide expansion of Linkhome’s housing finance programs, including

its Cash Offer and Buy Before Sell programs; planned applications for additional state mortgage licenses; and the future business, financial condition, and operating results of Linkhome and the combined company. In some cases, forward-looking statements can be identified by terms

such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,”

“expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,”

“believe,” “continue,” “predict,” “project,” “potential,” “goal,”

or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to Linkhome Holdings

Inc.’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause Linkhome

Holdings Inc.’s actual results, levels of activity, performance, or achievements to be different from any future results, levels

of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance

on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases,

beyond Linkhome Holdings Inc.’s control and which could, and likely will, affect actual results, levels of activity, performance

or achievements. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s

actual results to differ materially from those presented in its forward-looking statements are set forth in the “Risk Factors”

section in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the

U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in

the Company’s subsequent reports. Any forward-looking statement reflects Linkhome Holdings Inc.’s current views with respect

to future events and is subject to these and other risks, uncertainties and assumptions relating to Linkhome Holdings Inc.’s operations,

results of operations, growth strategy and liquidity.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

10.1

Stock Purchase Agreement, dated May 8, 2026, by and among Linkhome Holdings Inc., Constant Investments, Inc. and Jun Choi and Richard Tak.

10.2

Amendment No. 1 to Stock Purchase Agreement, dated May 12, 2026, by and among Linkhome Holdings Inc., Constant Investments, Inc. and Jun Choi and Richard Tak.

99.1

Press release dated May 12, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated: May

13, 2026

Linkhome Holdings

Inc.

By:

/s/

Bill Qin

Name:

Bill Qin

Title:

Chief Executive Officer

EX-10.1 — STOCK PURCHASE AGREEMENT, DATED MAY 8, 2026, BY AND AMONG LINKHOME HOLDINGS INC., CONSTANT INVESTMENTS, INC. AND JUN CHOI AND RICHARD TAK

EX-10.1

Filename: ea029030501ex10-1.htm · Sequence: 2

Exhibit 10.1

Stock Purchase Agreement — Linkhome / Mortgage One

Group

STOCK PURCHASE AGREEMENT

by and among

LINKHOME HOLDINGS INC.

(Buyer)

CONSTANT INVESTMENTS, INC.

d/b/a Mortgage One Group

(the “Company”)

and

JUN CHOI and RICHARD TAK

(the “Sellers”)

Dated as of 5/8, 2026

Page 1 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

TABLE OF CONTENTS

ARTICLE I — DEFINITIONS

ARTICLE II — PURCHASE AND SALE OF SHARES

ARTICLE III — PURCHASE PRICE AND PAYMENT

ARTICLE IV — CLOSING

ARTICLE V — REPRESENTATIONS AND

WARRANTIES OF SELLERS AND THE COMPANY

ARTICLE VI — REPRESENTATIONS AND

WARRANTIES OF BUYER

ARTICLE VII — PRE-CLOSING COVENANTS

ARTICLE VIII — CONDITIONS TO CLOSING

ARTICLE IX — INDEMNIFICATION

ARTICLE X — TERMINATION

ARTICLE XI — RESTRICTIVE COVENANTS

ARTICLE XII — SECURITIES ACT MATTERS;

INVESTMENT REPRESENTATIONS

ARTICLE XIII — EARNOUT

ARTICLE XIV — POST-CLOSING OPERATIONAL

COVENANTS

ARTICLE XV — TAX MATTERS

ARTICLE XVI — GENERAL PROVISIONS

Page 2 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”)

is made and entered into as of 5/8/2026 (the “Effective Date”), by and among Linkhome Holdings Inc., a Nevada

corporation whose common stock is publicly traded (“Buyer” or “Linkhome”); Constant Investments,

Inc., a Texas corporation doing business as Mortgage One Group (the “Company”); and Jun Choi and Richard

Tak, each an individual (each a “Seller” and collectively, the “Sellers”). Buyer, the Company,

and each Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Sellers own, beneficially

and of record, one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company (the “Shares”),

free and clear of all Liens;

WHEREAS, the Company is engaged in the

business of residential mortgage origination, brokerage, and related lending services in the United States (the “Business”);

WHEREAS, the Parties previously entered

into a Memorandum of Understanding executed on April 24, 2026 (the “MOU”), and now desire to set forth the definitive

terms of the acquisition contemplated by the MOU;

WHEREAS, the Sellers desire to sell, and

Buyer desires to purchase, all of the Shares on the terms set forth in this Agreement (the “Acquisition”);

WHEREAS, the Parties intend that the Stock

Consideration be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended

(the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder; and

WHEREAS, in connection with the Closing,

the Parties shall execute and deliver certain ancillary agreements, including consulting agreements with each Seller and restrictive covenant

agreements (collectively, the “Ancillary Agreements”).

NOW, THEREFORE, in consideration of the

mutual covenants in this Agreement, the Parties agree as follows:

ARTICLE

DEFINITIONS

Section 1.1 Defined

Terms.

As used in this Agreement, the following terms

shall have the respective meanings set forth below:

“Affiliate”

means with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control

with such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

Page 3 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

“Business

Day” means any day other than a Saturday, Sunday, or other day on which commercial banks in Los Angeles, California are authorized

or required by law to close.

“Consulting

Compensation” means the aggregate cash compensation payable by Buyer to the Sellers for transition support, business continuity,

and continued operational involvement during the Transition Period, as more particularly described in Section 3.4 and the Consulting Agreements.

For the avoidance of doubt, the Consulting Compensation does not constitute consideration for the Shares and is not included in the Purchase

Price.

“Closing”

means the consummation of the transactions contemplated by this Agreement, as further described in Article IV.

“Closing

Date” means the date on which the Closing occurs, which the Parties shall use commercially reasonable efforts to cause to be

a date on or prior to May 31, 2026, as further described in Section 4.1.

“Closing

Debt” means all Indebtedness of the Company outstanding (or accrued) immediately prior to the Closing, including (i) all principal,

accrued interest, prepayment penalties, breakage fees, and other amounts owed in respect thereof, and (ii) all transaction expenses of

the Sellers or the Company unpaid as of the Closing; provided, that Closing Debt shall not include ordinary course borrowings under the

Company’s Warehouse Lines secured by, and to be paid off in the ordinary course from the proceeds of sale of, mortgage loans in

the Company’s pipeline, in each case as expressly identified on Schedule 1.1(a) and confirmed by Buyer in writing prior to the Closing.

“Code” means the U.S. Internal

Revenue Code of 1986, as amended.

“Cut-Off

Time” means 11:59 p.m. Pacific Time on May 31, 2026 (or, if the Closing Date is later than May 31, 2026, 11:59 p.m. Pacific

Time on the Closing Date), being the time as of which the financial cut-off between the Pre-Cut-Off Period and the Post-Cut-Off Period

is determined for purposes of Section 4.6.

“Company

Intellectual Property” means all Intellectual Property owned by, licensed to, or used in the operation of the Business.

“Earnout”

means the performance-based contingent consideration payable to the Sellers as described in Article XIII.

“Effective Time” means

12:00 a.m. (00:00) Pacific Time on June 1, 2026 (or, if the Closing Date is later than May 31, 2026, the calendar day immediately

following the Closing Date), being the time as of which (i) Buyer assumes operational responsibility for, and economic ownership of,

the Business, and (ii) the financial responsibility for the Business transitions from the

Sellers to Buyer, in each case as further described in Sections 4.4, 4.5, and 4.6.

“Earnout Cap” means Seven Hundred Fifty Thousand

Dollars ($750,000).

“Earnout

Period” means the period commencing on the Closing Date and ending on the earlier of (i) the twenty-four (24) month anniversary

of the Closing Date or (ii) the date on which aggregate Earnout payments equal the Earnout Cap.

Page 4 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

“Encumbrance”

or “Lien” means any lien, pledge, hypothecation, mortgage, security interest, charge, claim, option, right of first refusal,

preemptive right, transfer restriction, or other encumbrance of any kind.

“Exchange Act” means the Securities Exchange Act

of 1934, as amended.

“Funded

Loan Volume” means the aggregate dollar amount of residential mortgage loans originated and funded by (i) loan officers employed

by the Company at the Closing Date, and (ii) loan officers subsequently recruited to the Company by such existing loan officers during

the Earnout Period, in each case calculated on the basis of the funded principal amount of each such loan.

“GAAP” means United States generally

accepted accounting principles, consistently applied.

“Governmental

Authority” means any federal, state, local, or foreign government or governmental, regulatory, judicial, legislative, executive,

or administrative authority, agency, commission, or instrumentality.

“Indebtedness”

means without duplication, all obligations of the Company (i) for borrowed money, (ii) evidenced by notes, bonds, debentures, or similar

instruments, (iii) for the deferred purchase price of property or services, (iv) under capital leases, (v) for amounts owing in respect

of bankers’ acceptances, letters of credit, or similar instruments, and (vi) all guarantees of any of the foregoing.

“Intellectual

Property” means all U.S. and foreign (i) patents and patent applications, (ii) trademarks, service marks, trade names,

domain names, logos, and trade dress (and goodwill associated therewith), (iii) copyrights and copyrightable works, (iv) trade

secrets and know-how, and (v) software.

“Key Personnel” means the

individuals identified on Schedule 1.1(b), which shall include (i) each Seller, (ii) the Company’s senior loan officer

management (such as branch managers and area sales managers), (iii) the Company’s underwriting management (including the head

of underwriting and senior underwriters), (iv) the Company’s training and onboarding management, (v) the Company’s

compliance officer(s), and (vi) such other officers, managers, and senior employees as Buyer and the Sellers may mutually identify

in writing prior to the Closing.

“Knowledge

of the Sellers” means the actual knowledge of Jun Choi and Richard Tak, after reasonable inquiry of the Company’s officers

and senior management.

“Law”

means any federal, state, local, or foreign statute, law, ordinance, regulation, rule, code, order, or other requirement of any Governmental

Authority.

“Loan

Officer” means any individual employed by or engaged as an independent contractor of the Company who is licensed under the SAFE

Act and applicable state law to originate residential mortgage loans on behalf of the Company.

“Lock-Up

Period” means the period of six (6) months commencing on the Closing Date, during which the Sellers shall not sell, transfer,

pledge, or otherwise dispose of any shares of Stock Consideration without Buyer’s prior written consent.

“Losses”

means all losses, damages, liabilities, claims, demands, judgments, settlements, costs, and expenses (including reasonable attorneys’

fees and expenses).

Page 5 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

“Material Adverse

Effect” means any change, event, occurrence, fact, or condition that, individually or in the aggregate, has had or would

reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition, or results

of operations of the Company, taken as a whole, or (ii) the ability of any Seller to consummate the transactions contemplated by

this Agreement; provided, that the following shall not be deemed to constitute a Material Adverse Effect: (a) general economic,

political, or financial market conditions, (b) conditions affecting the mortgage lending industry generally, (c) changes in Law or

GAAP, (d) acts of war, terrorism, or natural disasters, or (e) any failure of the Company to meet internal projections (but not the

underlying causes thereof), in each case to the extent such matters do not disproportionately affect the Company relative to other

similarly situated participants in the mortgage lending industry.

“NMLS” means the Nationwide Multistate

Licensing System and Registry.

“Operating

Banks” means Open Bank and Hanmi Bank, or such other banks as Buyer may designate in writing to provide operating account, treasury,

or related banking services for the Business following the Effective Time.

“Order”

means any order, judgment, injunction, ruling, decree, writ, assessment, or arbitration award of any Governmental Authority or arbitrator.

“Permits”

means all licenses, permits, authorizations, approvals, registrations, certificates, qualifications, franchises, and similar consents

granted or issued by any Governmental Authority, including all mortgage lender, mortgage broker, mortgage banker, and mortgage loan originator

licenses required to operate the Business in any jurisdiction.

“Person”

means any individual, corporation, limited liability company, partnership, trust, joint venture, unincorporated organization, Governmental

Authority, or other entity.

“Pipeline

Loans” means all residential mortgage loans (i) that have been originated by, or are in the application, processing, underwriting,

approval, or funding pipeline of, the Company as of the Cut-Off Time, including (a) loans funded but not yet sold to a third-party investor,

(b) locked but not yet funded loans, and (c) loans in process; and (ii) the rights, obligations, mortgage servicing rights (if any), and

economic exposure with respect to which are held by, or to be held by, the Company at or after the Cut-Off Time. Pipeline Loans constitute

current operating assets of the Business and shall be addressed in accordance with Section 4.6.

“Post-Cut-Off

Period” means the period beginning at the Effective Time and continuing thereafter, during which Buyer is responsible for the

operation of the Business and for the costs, expenses, liabilities, revenues, and obligations of the Company arising from facts, events,

or activities occurring at or after the Effective Time.

“Pre-Cut-Off

Period” means the period ending at the Cut-Off Time, during which the Sellers (through the Company) were responsible for the

operation of the Business and for the costs, expenses, liabilities, revenues, and obligations of the Company arising from facts, events,

or activities occurring at or prior to the Cut-Off Time.

“Purchase Price” means

the consideration payable by Buyer to the Sellers in exchange for the Shares, consisting of the Stock Consideration and the Earnout,

as more particularly described in Article III and Article XIII. For the avoidance of doubt, the Purchase Price does not include the

Consulting Compensation.

“Representatives”

means with respect to any Person, such Person’s Affiliates and its and their respective directors, officers, employees, partners,

members, managers, advisors (including legal, accounting, financial, and other advisors), agents, and other representatives.

“Restricted

Period” means the period commencing on the Closing Date and ending on the third (3rd) anniversary of the Closing Date, or such

other period as expressly provided in Article XI.

Page 6 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

“Rule 144” means Rule 144 promulgated

by the SEC under the Securities Act.

“SAFE

Act” means the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, as amended, and the regulations promulgated thereunder.

“SEC” means the U.S. Securities

and Exchange Commission.

“Stock

Consideration” means an aggregate of three hundred thousand (300,000) shares of common stock, par value $[●] per share,

of Buyer to be issued to the Sellers at the Closing in accordance with Section 3.1(a).

“Subsidiary”

means with respect to any Person, any corporation, limited liability company, partnership, or other entity of which (i) such Person

directly or indirectly owns more than 50% of the outstanding equity interests, or (ii) such Person otherwise has the power to elect a

majority of the directors or managers.

“Target LO Count” means an active

and licensed Loan Officer team of fifty (50) Loan Officers.

“Target

States” means no fewer than forty (40) U.S. states in which the Company (or, after the Closing, Buyer or its applicable Affiliate)

is licensed and authorized to originate residential mortgage loans.

“Target

Warehouse Capacity” means aggregate Warehouse Line capacity of no less than Fifty Million Dollars ($50,000,000).

“Tax”

means any federal, state, local, or foreign income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer,

value added, excise, employment, payroll, withholding, social security, unemployment, real or personal property, intangibles, severance,

stamp, occupation, premium, environmental, customs duties, capital stock, or other tax of any kind, including any interest, penalty, or

addition thereto.

“Tax

Return” means any return, declaration, report, claim for refund, information return, or statement relating to Taxes, including

any schedule or attachment thereto, and including any amendment thereof.

“Transition Period” means the period of twenty-four

(24) months commencing on the Closing Date.

“Warehouse

Line” means a warehouse line of credit established for the funding of residential mortgage loans originated by the Company.

Section 1.2 Interpretation.

In this Agreement: (a) the singular includes the

plural and vice versa; (b) “include,” “includes,” and “including” are not limiting; (c) references

to Articles, Sections, Schedules, and Exhibits are to those of this Agreement; (d) “$” means United States dollars; and (e)

headings are for convenience only.

Page 7 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE II

PURCHASE AND SALE OF SHARES

Section 2.1 Purchase

and Sale.

On the terms of this Agreement, at the Closing

each Seller shall sell and transfer to Buyer, and Buyer shall purchase from each Seller, all of such Seller’s right, title, and

interest in the Shares owned by such Seller, free and clear of all Liens, in exchange for the consideration in Article III. Following

the Closing, Buyer shall own one hundred percent (100%) of the Company.

Section 2.2 Allocation

of Shares Sold.

The Shares to be sold by each Seller, and the

allocation of the Stock Consideration and Earnout among the Sellers, shall be as set forth on Schedule 2.2 (the “Allocation Schedule”).

Section 2.3 Withholding.

Buyer may deduct and withhold from any amounts

payable under this Agreement such amounts as are required to be withheld under the Code or any other applicable Tax Law. Amounts so withheld

and paid to the appropriate Governmental Authority shall be treated as paid to the Person otherwise entitled to receive them.

Page 8 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE III

PURCHASE PRICE AND PAYMENT

Section 3.1 Purchase

Price.

In consideration of the sale of the Shares, Buyer

shall pay the Purchase Price, consisting of:

(a)

Stock Consideration.

At the Closing, Buyer shall issue to

the Sellers an aggregate of three hundred thousand (300,000) shares of common stock of Buyer (the “Stock Consideration”),

allocated as set forth on the Allocation Schedule. The Stock Consideration shall be issued in book-entry form via Buyer’s transfer

agent, registered in the names of the Sellers (or, at a Seller’s election, in the name of a nominee or trust controlled by such

Seller and reasonably acceptable to Buyer).

The Stock Consideration shall be issued

without registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, and

shall constitute “restricted securities” within the meaning of Rule 144. The book-entry positions evidencing the Stock Consideration

shall bear the legend in Section 12.4.

During the Lock-Up Period, no Seller

shall, without Buyer’s prior written consent, sell, transfer, pledge, hypothecate, encumber, or otherwise dispose of, or enter into

any swap or similar arrangement transferring the economic interest in, any shares of Stock Consideration.

(b)

Earnout.

As additional consideration, the Sellers

shall be entitled to the Earnout, calculated and payable in accordance with Article XIII.

Section 3.2 Allocation

of Purchase Price for Tax Purposes.

Within ninety (90) days after the Closing Date, the

Parties shall in good faith agree on an allocation of the Purchase Price among the Shares (and any items deemed transferred for U.S. federal

income tax purposes) consistent with applicable Law. Each Party shall report the transactions consistently with such allocation for Tax

purposes and shall reasonably cooperate with the other in such reporting.

Section 3.3 Adjustment

for Stock Splits and Similar Events.

If, after the Effective Date and prior to issuance

of the Stock Consideration, Buyer effects a stock split, reverse split, stock dividend, recapitalization, or similar event affecting its

common stock, the number of shares constituting the Stock Consideration shall be equitably adjusted to preserve the Sellers’ economic

interest.

Section 3.4 Consulting

Compensation (Separate from Purchase Price).

The cash compensation described in this Section

3.4 (the “Consulting Compensation”) is paid to the Sellers as compensation for personal services during the Transition Period,

and is not consideration for the Shares or part of the Purchase Price. The Consulting Compensation shall be governed by, and paid in accordance

with, the Consulting Agreements. In the event of any conflict between this Section 3.4 and the applicable Consulting Agreement, the Consulting

Agreement shall control.

Buyer shall pay to the Sellers aggregate Consulting

Compensation of Two Hundred Fifty Thousand Dollars ($250,000), payable in equal monthly installments of approximately Ten Thousand Five

Hundred Dollars ($10,500) over twenty-four (24) months following the Closing Date, allocated as set forth in the Consulting Agreements.

Each installment shall be paid by the fifteenth (15th) day of the month following the month to which it relates, by wire transfer of immediately

available funds to the Seller’s designated account. The first installment shall be payable for the first full calendar month following

the Closing Date.

The Sellers acknowledge that the Consulting Compensation

shall be reported as ordinary compensation income (and, where applicable, self-employment income) for federal and state Tax purposes,

not as proceeds from the sale of the Shares. The Parties shall report the Consulting Compensation consistently with this characterization.

Page 9 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE IV

CLOSING

Section 4.1 Time

and Place of Closing; Target Closing Date; Effective Time.

(a) Subject

to satisfaction or waiver of the conditions in Article VIII (other than those to be satisfied at the Closing), the Closing shall take

place remotely by exchange of documents via electronic transmission. The Parties shall use commercially reasonable efforts to cause the

Closing Date to occur on or before May 31, 2026 (the “Target Closing Date”).

(b) Although

legal title to the Shares passes to Buyer at the Closing, the Acquisition shall be deemed effective economically and operationally as

of 12:00 a.m. Pacific Time on June 1, 2026 (the “Effective Time”). From and after the Effective Time, (i) Buyer shall own

one hundred percent (100%) of the Company, (ii) Buyer shall be responsible for operation of the Business, and (iii) financial responsibility

shall pass to Buyer in accordance with Sections 4.4, 4.5, and 4.6.

the Closing Date occurs after May 31, 2026, the Parties shall in good faith determine whether to (i) keep June 1, 2026 as the Effective

Time (with appropriate true-up for the period between May 31 and the Closing Date), or (ii) reset the Effective Time to the day after

the actual Closing Date. Absent written agreement, the Effective Time shall be the day after the Closing Date.

Section 4.2 Sellers’

Closing Deliverables.

At the Closing, the Sellers shall deliver to Buyer:

(a) stock certificates (if any) representing the Shares, duly endorsed in blank or with stock powers executed

in blank, or evidence of book-entry transfer to Buyer;

(b) resignations, effective at the Closing, of each director and officer of the Company designated by Buyer

at least three (3) Business Days prior, in a form acceptable to Buyer;

(c) a Secretary’s certificate of the Company certifying (i) the certificate of incorporation and bylaws, (ii) board and shareholder resolutions

authorizing this Agreement and the Ancillary Agreements, and (iii) incumbency of officers signing this Agreement and the Ancillary Agreements;

(d) a certificate of good standing of the Company issued by the Secretary of State of Texas, dated within

ten (10) Business Days prior to Closing, and a certificate of foreign qualification or good standing from each other jurisdiction in which

the Company is qualified to do business as a foreign entity;

(e) the Consulting Agreement, in form reasonably acceptable to Buyer, executed by each Seller (each, a “Consulting

Agreement”);

(f) the Restrictive Covenant Agreement (containing non-competition, non-solicitation, and confidentiality

covenants), in form reasonably acceptable to Buyer, executed by each Seller;

(g) an executed IRS Form W-9 (or W-8, if applicable) from each Seller;

(h) a non-foreign affidavit from each Seller under Code Section 1445(b)(2);

Page 10 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

(i) evidence reasonably satisfactory to Buyer of release of all Liens on the Shares and on the Company’s

assets (other than Permitted Liens identified on Schedule 5.7);

(j) the certificate required by Section 8.2(c) (Sellers’ Bring-Down Certificate);

(k) the Pre-Cut-Off Statement (as defined in Section 4.6), executed by the Sellers; and

(l) such other documents as Buyer may reasonably request to consummate the Acquisition.

Section 4.3 Buyer’s

Closing Deliverables.

At the Closing, Buyer shall deliver to the Sellers:

(a) evidence of issuance of the Stock Consideration to the Sellers in accordance with Section 3.1(a) and the

Allocation Schedule, including a confirmation from Buyer’s transfer agent;

(b) the Consulting Agreement, executed by Buyer, with respect to each Seller;

the Ancillary Agreements, and the issuance of the Stock Consideration, and (ii) incumbency of officers signing this Agreement and the

Ancillary Agreements;

(d) a certificate of good standing of Buyer from the Secretary of State of Nevada, dated within ten (10) Business Days prior to Closing;

(e) the certificate required by Section 8.3(c) (Buyer’s Bring-Down Certificate); and

(f) such other documents as the Sellers may reasonably request to consummate the Acquisition.

Section 4.4 Operational

Transfer at the Effective Time.

(a) From

the Effective Time, Buyer (or, at Buyer’s direction, the Company under Buyer’s ownership) shall be solely responsible for

the management and operation of the Business. The Sellers shall, at or before the Effective Time, take such reasonable actions and execute

such documents as Buyer may reasonably request to facilitate the orderly transfer of operational control, including transfer of signing

authority, system access, and authority over employee and vendor matters.

(b) From

the Effective Time, no Seller shall hold itself out as authorized to bind the Company or the Business, except (i) as expressly contemplated

by such Seller’s Consulting Agreement or (ii) as authorized in writing by Buyer.

the Effective Time and through completion of the activities described in Section 4.6, the Sellers shall provide reasonable assistance,

at Buyer’s reasonable request, to facilitate the operational, financial, and administrative transition, consistent with their Consulting

Agreements and Article XIV.

Section 4.5 Banking

Arrangements; New Operating Accounts.

(a) Before

the Effective Time, Buyer shall use commercially reasonable efforts to cause the Company to open new operating bank accounts at Open Bank

and Hanmi Bank (the “New Operating Accounts”), to be the principal operating, payroll, and treasury accounts of the Business

from the Effective Time. Buyer shall designate the authorized signatories. The Sellers shall not be authorized signatories on, or have

access to, the New Operating Accounts (except as required by their Consulting Agreements).

Page 11 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

(b) Within

thirty (30) days after the Effective Time, the Parties shall transition the Company’s ordinary-course revenue, payroll, and operating

cash flows to the New Operating Accounts; close, restrict, or transfer signing authority on, pre-existing operating accounts no longer

needed; and update vendor, customer, regulator, warehouse lender, and investor records.

accounts, escrow accounts, and Warehouse Line collateral accounts may remain open as needed to settle Pre-Cut-Off Period transactions

and Pipeline Loans. The Sellers shall reasonably cooperate to maintain such accounts in good order until all such matters have been settled.

(d) The

Sellers shall provide such information and certifications as the Operating Banks may reasonably require under applicable banking, KYC,

and AML rules in connection with the New Operating Accounts and the change of beneficial ownership of the Company.

Section 4.6 CPA-Led

Financial Transition; Cut-Off Allocation; Pipeline Loan Reconciliation.

(a)

Engagement of Transition CPA.

Buyer shall, at its own expense, engage

an independent certified public accounting firm (the “Transition CPA”) promptly after the Effective Date to (i) assist with

the transition of the Company’s financial records, (ii) prepare the Pre-Cut-Off Statement and the Pipeline Reconciliation, and (iii)

provide other transition-accounting services Buyer may reasonably request. The Sellers shall fully cooperate with the Transition CPA,

including providing reasonable access to books, records, accounting systems, bank statements, vendor and payroll records, loan-pipeline

data, and personnel.

(b)

Cut-Off Allocation of Costs, Expenses, Revenues, and Liabilities.

As between the Sellers and Buyer, regardless

of when an invoice is rendered or payment made:

(i) all costs, expenses, liabilities, and obligations arising from facts or activities during the Pre-Cut-Off

Period (including rent, utilities, payroll and commissions, payroll taxes, vendor invoices, professional fees, license and regulatory

fees, insurance premiums, and software/subscription fees) are the responsibility of the Sellers (the “Pre-Cut-Off Liabilities”);

(ii) all such costs and obligations arising from facts or activities during the Post-Cut-Off Period are the

responsibility of Buyer (the “Post-Cut-Off Liabilities”);

(iii) revenues earned for services rendered during the Pre-Cut-Off Period (including loan-funding and origination

fees on loans funded before the Cut-Off Time) inure to the Sellers, subject to the netting in subsection (e); and

(iv) revenues earned for services rendered during the Post-Cut-Off Period inure to Buyer.

Items that straddle the Cut-Off Time

(such as monthly rent, utilities, and subscription fees) shall be prorated daily.

(c)

Late-Arriving Pre-Cut-Off Bills.

If the Company or Buyer receives,

after the Effective Time, an invoice or demand for any unpaid Pre-Cut-Off Liability (a “Late-Arriving Pre-Cut-Off

Bill”), Buyer shall promptly forward it to the Sellers. The Sellers shall, within fifteen (15) Business Days (or sooner if

needed to avoid late fees, default interest, service interruption, or harm to the Business), either pay the bill directly or, at

Buyer’s election, reimburse the Company for any amount it pays (together with reasonable late fees or default interest, except

to the extent caused by Buyer’s delay in forwarding). Buyer may exercise its setoff right under Section 9.5 in respect of any

unpaid amount under this Section 4.6(c).

Page 12 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

(d)

Pre-Cut-Off Statement.

At least three (3) Business Days before

the Closing Date, the Sellers shall deliver to Buyer a written statement (the “Pre-Cut-Off Statement”), prepared with the

Transition CPA, setting forth in reasonable detail (i) the Sellers’ good-faith estimate of all Pre-Cut-Off Liabilities (including

those expected to come due after the Closing), (ii) all Pipeline Loans as of the Cut-Off Time (with status, funded amount, lock expiration,

and warehouse-line allocation), and (iii) all Indebtedness, accrued payroll, accrued commissions, and accrued expenses as of the Cut-Off

Time. The Pre-Cut-Off Statement is the baseline for the Pipeline Reconciliation in subsection (e).

(e)

Pipeline Loan Reconciliation; Asset / Warehouse-Line Balance.

The Parties acknowledge that Pipeline

Loans are dynamic, with funded principal (assets) and Warehouse Line borrowings (liabilities) fluctuating in the ordinary course as loans

are funded, sold, and replaced. Accordingly:

(i) Within sixty (60) days after the Effective Time, the Transition CPA shall deliver to Buyer and the Sellers

a written reconciliation (the “Pipeline Reconciliation”) of (A) the funded principal of all Pipeline Loans at the Cut-Off

Time, (B) Warehouse Line borrowings at the Cut-Off Time secured by or allocable to those loans, and (C) the resulting net asset/liability

balance (the “Pipeline Net Position”). The Transition CPA shall calculate the Pipeline Net Position with the goal that the

Company’s Pipeline Loan assets are reasonably balanced against the related Warehouse Line indebtedness, consistent with past ordinary-course

practice.

(ii) Within thirty (30) days after delivery, each of Buyer and the Sellers shall confirm in writing its agreement

or specific objections. If neither objects, the Pipeline Reconciliation is final. If a Party objects, the Parties shall negotiate in good

faith for thirty (30) days; unresolved items shall be submitted to a mutually agreed second independent accounting firm (the “Independent

Accountant”) for binding resolution, the cost of which shall be borne equally.

(iii) If the final Pipeline Reconciliation shows a material imbalance between Pipeline Loan assets and the related

Warehouse Line liabilities relative to past ordinary-course practice (a “Pipeline Imbalance”), the Parties shall make a true-up

payment (in either direction) within fifteen (15) Business Days of the final determination. This true-up addresses Cut-Off Time imbalances

only, not operating performance.

(iv) Between the Effective Date and the Cut-Off Time, the Parties shall manage Pipeline Loans and Warehouse

Line borrowings consistent with past ordinary-course practice, and shall not artificially build them up, draw them down, or skew them.

(f)

Cooperation; Records.

Each Party shall (i) preserve, in

accordance with its record-retention practices and applicable Law, all books and records relating to the Pre-Cut-Off Period, (ii)

provide the other Party (and its representatives, including the Transition CPA and any Independent Accountant) reasonable access to

such records, and (iii) cooperate in good faith on the Pre-Cut-Off Statement, the Pipeline Reconciliation, and any related true-up.

This Section 4.6 survives the Closing.

Page 13 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF

SELLERS AND THE COMPANY

Subject to the disclosures set forth in the disclosure

schedule delivered by the Sellers to Buyer concurrently with the execution of this Agreement (the “Disclosure Schedule”),

the Sellers and the Company, jointly and severally, represent and warrant to Buyer, as of the Effective Date and as of the Closing Date,

as follows:

Section 5.1 Organization,

Standing, and Power.

The Company is a Texas corporation, duly

organized, validly existing, and in good standing under the laws of Texas. The Company has the corporate power and authority to own,

lease, and operate its properties and to carry on the Business as currently conducted. The Company is duly qualified to do business

as a foreign entity in each jurisdiction where such qualification is required, except where the failure to be so qualified would not

reasonably be expected to have a Material Adverse Effect. Schedule 5.1 lists all jurisdictions in which the Company is qualified to

do business as a foreign entity.

Section 5.2 Authority;

Enforceability.

Each Seller has full legal capacity, power, and

authority to execute and deliver this Agreement and the Ancillary Agreements to which such Seller is a party and to consummate the transactions

contemplated hereby and thereby. The Company has all requisite corporate power and authority to execute and deliver this Agreement and

the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery,

and performance of this Agreement and the Ancillary Agreements by the Company have been duly authorized by all necessary corporate action

on the part of the Company and its shareholders. This Agreement has been executed and delivered by each Seller and the Company and (assuming

due authorization, execution, and delivery by Buyer) constitutes a legal, valid, and binding obligation of each Seller and the Company,

enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity.

Section 5.3 Capitalization;

Title to Shares.

(a) The

authorized capital stock of the Company consists solely of the shares set forth on Schedule 5.3, of which the number of issued and outstanding

shares set forth on Schedule 5.3 are issued and outstanding. All of the Shares have been duly authorized, are validly issued, fully paid,

and non-assessable, and were issued in compliance with all applicable Laws (including federal and state securities laws) and the Company’s

organizational documents. There are no outstanding options, warrants, convertible securities, subscriptions, calls, rights, or other agreements

obligating the Company to issue, sell, or transfer any equity interest in the Company.

(b) Jun

Choi and Richard Tak collectively own, beneficially and of record, one hundred percent (100%) of the issued and outstanding Shares, free

and clear of all Liens. Schedule 5.3 sets forth the exact number of Shares owned by each Seller. Upon delivery of the Shares at the Closing

in accordance with this Agreement, Buyer will acquire valid title to the Shares, free and clear of all Liens (other than restrictions

arising under federal or state securities laws or created by Buyer).

Page 14 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

Section 5.4 No

Subsidiaries.

Except as set forth on Schedule 5.4, the Company

does not, directly or indirectly, own any equity, partnership, membership, or other ownership interest in, or have any obligation to acquire

any such interest in, any other Person.

Section 5.5 No

Conflicts; Consents.

The execution, delivery, and performance by the

Sellers and the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and

thereby, do not and will not (i) violate the organizational documents of the Company, (ii) violate any Law or Order applicable to any

Seller or the Company, (iii) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation,

or acceleration under, any material contract to which any Seller or the Company is a party, or (iv) result in the creation of any Lien

on the Shares or on any material asset of the Company, except, in the case of clauses (iii) and (iv), as set forth on Schedule 5.5. Except

as set forth on Schedule 5.5, no consent, approval, authorization, or filing with any Governmental Authority or other Person is required

to be obtained or made by any Seller or the Company in connection with the execution, delivery, and performance of this Agreement or the

consummation of the transactions contemplated hereby.

Section 5.6 Financial

Statements.

Schedule 5.6 sets forth (a) the unaudited balance

sheets and related statements of income and cash flows of the Company for the fiscal years ended December 31, 2023, December 31, 2024,

and December 31, 2025, and (b) the unaudited balance sheet and related statements of income and cash flows of the Company for the most

recent fiscal quarter ended prior to the Effective Date (collectively, the “Financial Statements”). The Financial Statements

(i) have been prepared from the books and records of the Company, (ii) fairly present, in all material respects, the financial position,

results of operations, and cash flows of the Company as of the dates and for the periods indicated, and (iii) have been prepared in accordance

with GAAP, applied on a consistent basis throughout the periods indicated, except for the absence of footnotes and normal year-end adjustments.

Section 5.7 Absence

of Undisclosed Liabilities.

The Company has no liabilities or obligations

of any nature (whether known or unknown, absolute, accrued, contingent, or otherwise) of a type required to be reflected on a balance

sheet prepared in accordance with GAAP, except (i) liabilities reflected or reserved against in the most recent balance sheet included

in the Financial Statements, (ii) liabilities incurred in the ordinary course of business since the date of the most recent balance sheet,

none of which is material in amount, (iii) liabilities arising under this Agreement or in connection with the transactions contemplated

hereby, and (iv) liabilities set forth on Schedule 5.7.

Section 5.8 Absence

of Certain Changes.

Since the date of the most recent balance

sheet included in the Financial Statements, except as set forth on Schedule 5.8, (i) the Company has conducted the Business in the

ordinary course consistent with past practice, (ii) there has not occurred any event, change, or development that has had or would

reasonably be expected to have a Material Adverse Effect, and (iii) the Company has not (a) declared, set aside, or paid any

dividend or other distribution on its capital stock, (b) repurchased, redeemed, or otherwise acquired any of its capital stock, (c)

issued, sold, or otherwise disposed of any equity interests, (d) increased the compensation or benefits of any officer or key

employee outside the ordinary course of business, (e) incurred any Indebtedness other than Indebtedness incurred in the ordinary

course of business under the Company’s existing Warehouse Lines, or (f) entered into any material transaction outside the

ordinary course of business.

Page 15 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

Section 5.9 Mortgage

Banking and Regulatory Compliance.

(a)

Licenses and Approvals.

Schedule 5.9(a) sets forth a complete

list of (i) all mortgage lender, mortgage broker, mortgage banker, mortgage loan originator, and other lending-related Permits held by

the Company in each jurisdiction, (ii) all approvals or sponsorships under the SAFE Act, the Federal Housing Administration (FHA), the

U.S. Department of Veterans Affairs (VA), the U.S. Department of Agriculture (USDA), Fannie Mae, Freddie Mac, Ginnie Mae, and any state

housing finance agency, and (iii) all loan officer NMLS registrations of individuals employed by or engaged as independent contractors

of the Company. All such Permits and approvals are in full force and effect, and the Company and each applicable individual is in compliance

in all material respects with the terms thereof.

(b)

Compliance with Law.

The Company is, and at all times during

the past five (5) years has been, in compliance in all material respects with all Laws applicable to the Business, including the Real

Estate Settlement Procedures Act (RESPA), the Truth in Lending Act (TILA) and Regulation Z, the Equal Credit Opportunity Act (ECOA) and

Regulation B, the Home Mortgage Disclosure Act (HMDA), the Fair Credit Reporting Act (FCRA), the Fair Housing Act, the SAFE Act, the Gramm-Leach-Bliley

Act, the Bank Secrecy Act and applicable anti-money laundering Laws, the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the

Servicemembers Civil Relief Act (SCRA), the Dodd-Frank Wall Street Reform and Consumer Protection Act (including the rules of the Consumer

Financial Protection Bureau), and applicable state mortgage lending, fair lending, consumer protection, licensing, predatory lending,

and high-cost loan Laws.

(c)

Regulatory Examinations and Investigations.

Except as set forth on Schedule 5.9(c),

during the past five (5) years (i) the Company has not received any written notice from any Governmental Authority of any material violation

of, or material non-compliance with, any Law applicable to the Business, (ii) the Company has not been the subject of any examination,

audit, investigation, or enforcement action by any Governmental Authority that resulted in any material adverse finding or remediation

requirement, and (iii) the Company has not entered into any consent decree, memorandum of understanding, supervisory agreement, or similar

undertaking with any Governmental Authority.

(d)

Loan Files; Repurchase Obligations.

Each loan originated, processed,

underwritten, sold, or serviced by the Company has been originated, processed, underwritten, sold, or serviced (as applicable) in

compliance in all material respects with applicable Law and, where applicable, with the underwriting and eligibility requirements of

the applicable investor, agency, or insurer (including Fannie Mae, Freddie Mac, Ginnie Mae, FHA, VA, and USDA) and with the

Company’s own underwriting guidelines. Except as set forth on Schedule 5.9(d), the Company has no outstanding repurchase,

indemnification, make-whole, or similar obligations with respect to any loan that, individually or in the aggregate, could

reasonably be expected to be material to the Company.

(e)

Warehouse Lines.

Schedule 5.9(e) lists all Warehouse Lines

and similar credit facilities of the Company, including the lender, maximum commitment, current outstanding balance, and maturity date.

The Company is in compliance in all material respects with all covenants and other obligations under each such facility, and no event

of default (or event that with notice or lapse of time would constitute an event of default) has occurred and is continuing thereunder.

Page 16 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

Section 5.10 Material

Contracts.

Schedule 5.10 sets forth a complete list of

each material contract to which the Company is a party, including any (i) Warehouse Line agreement, loan purchase or sale agreement,

master repurchase agreement, master commitment, or correspondent agreement; (ii) employment, consulting, or independent contractor

agreement providing for annual compensation in excess of $150,000; (iii) lease or sublease of real property; (iv) license of

material Intellectual Property; (v) agreement containing any covenant restricting the Company from competing in any line of business

or geographic area, or from soliciting customers or employees; (vi) agreement involving payments to or from the Company in excess of

$100,000 in any twelve-month period; and (vii) agreement with any Affiliate of any Seller. Each such contract is in full force and

effect and is a valid and binding obligation of the Company and, to the Knowledge of the Sellers, the other parties thereto. Neither

the Company nor, to the Knowledge of the Sellers, any other party thereto is in material breach of, or default under, any such

contract.

Section 5.11 Litigation.

Except as set forth on Schedule 5.11, there is

no, and during the past three (3) years there has not been any, action, suit, proceeding, claim, arbitration, or investigation pending

or, to the Knowledge of the Sellers, threatened against the Company, the Business, or any Seller (in the case of any Seller, in such Seller’s

capacity as a shareholder, officer, director, or employee of the Company). The Company is not subject to any outstanding Order. There

is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Knowledge of the Sellers, threatened against the

Company or any Seller that seeks to enjoin, restrain, or prohibit the consummation of the transactions contemplated by this Agreement.

Section 5.12 Taxes.

(a) The Company has timely filed (taking

into account any extensions) all Tax Returns required to be filed by it, and all such Tax Returns are true, correct, and complete in

all material respects. (b) All Taxes due and payable by the Company (whether or not shown on any Tax Return) have been timely paid

in full. (c) There are no Liens for Taxes on any asset of the Company other than Liens for Taxes not yet due and payable. (d) The

Company is not currently the subject of any audit, examination, or other proceeding by any Tax authority, and no such audit,

examination, or other proceeding has been threatened in writing. (e) The Company has timely withheld and paid over to the

appropriate Tax authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any

employee, independent contractor, creditor, shareholder, or other third party.

Section 5.13 Employee

Matters; Loan Officers.

(a) Schedule 5.13(a) sets forth a complete list

of each individual employed by or engaged as an independent contractor of the Company as of the Effective Date, including such individual’s

position, base compensation, commission rate (if applicable), date of hire or engagement, NMLS identification number (if applicable),

and licensing status. (b) The Company is in compliance in all material respects with all applicable Laws relating to labor and employment,

including those relating to wages, hours, classification of employees and independent contractors, equal employment opportunity, occupational

safety and health, immigration, and the payment of social security, payroll, and similar Taxes. (c) The Company is not a party to any

collective bargaining agreement or other labor union contract, and there are no labor organizing activities pending or, to the Knowledge

of the Sellers, threatened. (d) Except as set forth on Schedule 5.13(d), no employee or Loan Officer of the Company has provided written

notice of an intent to terminate his or her employment or engagement following the Closing.

Section 5.14 Employee

Benefit Plans.

Schedule 5.14 sets forth a complete list of each

material employee benefit plan, program, agreement, or arrangement sponsored, maintained, or contributed to by the Company for the benefit

of any current or former employee, officer, director, or independent contractor of the Company (each, a “Benefit Plan”). Each

Benefit Plan has been established, maintained, and administered in compliance in all material respects with its terms and applicable Law,

including the Employee Retirement Income Security Act of 1974, as amended (ERISA), and the Code. Neither the Company nor any of its ERISA

Affiliates has ever sponsored, maintained, contributed to, or had any liability with respect to any “defined benefit plan”

(as defined in Section 3(35) of ERISA) or any “multiemployer plan” (as defined in Section 3(37) of ERISA).

Page 17 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

Section 5.15 Real

Property.

The Company does not own any real property. Schedule

5.15 sets forth a complete list of all leases of real property under which the Company is a lessee or sublessee. Each such lease is in

full force and effect, and the Company is not in material default thereunder.

Section 5.16 Intellectual

Property; Data Privacy.

(a) Schedule

5.16 lists all material registered Company Intellectual Property and all material licenses of Intellectual Property to the Company. The

Company owns or has the valid right to use all Intellectual Property used in the Business, free and clear of all Liens (other than ordinary

licenses). (b) The Company is, and during the past three (3) years has been, in compliance in all material respects with all applicable

data privacy and security Laws (including the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, and the California Privacy

Rights Act) and with its own posted privacy policies. The Company has not experienced any material data breach, unauthorized access to,

or unauthorized disclosure of personal information.

Section 5.17 Insurance.

Schedule 5.17 sets forth a complete list of all

material insurance policies maintained by the Company, including any errors and omissions, fidelity bond, cybersecurity, employment practices

liability, and general liability insurance. Each such policy is in full force and effect, all premiums due thereon have been paid, and

the Company has not received any written notice of cancellation or non-renewal.

Section 5.18 Affiliate

Transactions.

Except as set forth on Schedule 5.18 and except

for ordinary course employment, compensation, and shareholder distribution matters disclosed in the Financial Statements, no Seller, Affiliate

of any Seller, or director, officer, or employee of the Company is a party to any contract or transaction with the Company, owns any material

asset used in the Business, or owes any material amount to or is owed any material amount by the Company.

Section 5.19 Brokers.

No broker, finder, investment banker, or similar

Person is entitled to any brokerage fee, finder’s fee, commission, or similar payment in connection with the transactions contemplated

by this Agreement based upon arrangements made by or on behalf of any Seller or the Company.

Section 5.20 Investment

Representations.

Each Seller, severally and not jointly, makes

the representations and warranties set forth in Article XII with respect to such Seller’s acquisition of the Stock Consideration.

Section 5.21 No

Debt; No Material Liabilities; No Material Litigation.

Without limiting the generality of Sections 5.7

(Absence of Undisclosed Liabilities), 5.9 (Mortgage Banking and Regulatory Compliance), 5.11 (Litigation), or 5.12 (Taxes), and as a fundamental

inducement to Buyer to enter into this Agreement and pay the Purchase Price, the Sellers and the Company further represent and warrant

that:

(a) Schedule 5.21(a) sets forth a complete and correct list of all Indebtedness of the Company outstanding

as of the Effective Date, including, in each case, the lender or counterparty, principal amount, accrued interest, applicable prepayment

penalty or breakage fee (if any), maturity date, and contact information of the holder. Other than the Indebtedness expressly identified

on Schedule 5.21(a), the Company has no Indebtedness of any kind;

(b) as of the Closing, all Closing Debt shall have been fully and finally paid off, satisfied, released, or

discharged, and Buyer shall have received customary payoff letters, lien releases, and termination statements (including, where applicable,

UCC-3 termination statements) reasonably satisfactory to Buyer evidencing the same;

liabilities other than (i) those reflected or reserved against in the most recent balance sheet included in the Financial Statements,

or (ii) those incurred in the ordinary course of business consistent with past practice and not material in amount, individually or in

the aggregate;

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Stock Purchase Agreement — Linkhome / Mortgage One Group

(d) there is no, and during the past three (3) years there has not been any, action, suit, proceeding, claim,

arbitration, regulatory inquiry, examination, audit, complaint, charge, demand letter, or investigation pending, pending receipt of, or,

to the Knowledge of the Sellers, threatened, by or against (i) the Company, (ii) any Loan Officer or other employee of the Company in

such capacity, or (iii) any Seller (in such Seller’s capacity as a shareholder, officer, director, or employee of the Company),

in each case other than as set forth on Schedule 5.21(d);

(e) the Company has not received any written notice from any consumer, borrower, regulator, investor, warehouse

lender, or other counterparty asserting any material claim relating to a residential mortgage loan originated, processed, underwritten,

sold, or serviced by the Company that has not been fully resolved without further obligation of the Company; and

(f) no Seller has any reasonable basis to believe that any matter described in clauses (c) through (e) is

reasonably likely to arise after the Effective Date and prior to the Closing.

Section 5.22 Disclosed

EDD Matter; Mortgage One Group Name.

(a) The

Sellers have disclosed to Buyer that (i) the Company currently operates under the trade name “Mortgage One Group” in addition

to its legal name “Constant Investments, Inc.,” and (ii) an Enhanced Due Diligence (EDD) matter is presently pending and being

addressed in good faith by the Sellers (the “Disclosed EDD Matter”). The Disclosed EDD Matter is described on Schedule 5.22,

including the parties involved, the relevant counterparty or regulator, the nature of the matter, and the current status.

(b) The

existence of the Disclosed EDD Matter (as described on Schedule 5.22) shall not, by itself, constitute a breach of any representation

or warranty in this Article V.

and after the Effective Date and continuing until the Disclosed EDD Matter is resolved, the Sellers shall:

(i) continue to handle and seek to resolve the Disclosed EDD Matter in good faith, with counsel of their choosing,

at the Sellers’ own cost and expense (including legal fees, expert fees, and out-of-pocket costs incurred in handling the matter);

(ii) be responsible for any settlement amount, judgment, fine, or penalty actually agreed to or imposed in

connection with the Disclosed EDD Matter (each, an “EDD Resolution Amount”), and pay or fund any EDD Resolution Amount directly

to the relevant counterparty;

(iii) keep Buyer reasonably informed of material developments and proposed resolutions, and consult with Buyer

in good faith before entering into any settlement that would impose a material non-monetary obligation, restriction, or admission of liability

on the Company, the Business, or Buyer; and

(iv) provide Buyer with information about the Disclosed EDD Matter that Buyer may reasonably require for its

own regulatory or disclosure purposes.

(d) The

Parties intend that, as between the Sellers and Buyer, the Disclosed EDD Matter is a pre-Closing matter for which the Sellers retain economic

responsibility, and the Buyer Indemnified Parties shall not bear the historical liability of the Disclosed EDD Matter except to the extent

provided in Section 9.2(i).

Section 5.23 Disclosure.

No representation or warranty by the Sellers

or the Company contained in this Agreement, and no statement contained in the Disclosure Schedule, contains any untrue statement of

a material fact or omits to state a material fact necessary, in light of the circumstances under which it was made, in order to make

the statements herein or therein not misleading. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V

(AS QUALIFIED BY THE DISCLOSURE SCHEDULE) AND IN ANY ANCILLARY AGREEMENT, NEITHER THE SELLERS NOR THE COMPANY MAKES ANY OTHER

REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE COMPANY, THE SHARES, OR THE BUSINESS.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Sellers,

as of the Effective Date and as of the Closing Date, as follows:

Section 6.1 Organization

and Power.

Buyer is a corporation duly organized, validly

existing, and in good standing under the laws of the State of Nevada, and has all requisite corporate power and authority to own its properties

and conduct its business as currently conducted. Buyer has all requisite corporate power and authority to execute and deliver this Agreement

and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby.

Section 6.2 Authority;

Enforceability.

The execution, delivery, and performance of this

Agreement and the Ancillary Agreements by Buyer have been duly authorized by all necessary corporate action on the part of Buyer (including

approval by the board of directors of Buyer to the extent required). This Agreement has been executed and delivered by Buyer and (assuming

due authorization, execution, and delivery by the Sellers and the Company) constitutes a legal, valid, and binding obligation of Buyer,

enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium, or similar Laws affecting creditors’ rights generally and by general principles of equity.

Section 6.3 No

Conflicts; Consents.

The execution, delivery, and performance by Buyer

of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will

not (i) violate the organizational documents of Buyer, (ii) violate any Law or Order applicable to Buyer, or (iii) result in a breach

of, or constitute a default under, any material contract to which Buyer is a party, except, in the case of clause (iii), as would not

reasonably be expected to materially impair Buyer’s ability to consummate the transactions contemplated hereby. Except for filings

required to be made by Buyer under the Securities Act, the Exchange Act, applicable state securities Laws, and the rules of any applicable

stock exchange or quotation system, no consent, approval, authorization, or filing with any Governmental Authority is required to be obtained

or made by Buyer in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions

contemplated hereby.

Section 6.4 Valid

Issuance of Stock Consideration.

The Stock Consideration, when issued and delivered

in accordance with the terms of this Agreement, will be (i) duly authorized, validly issued, fully paid, and non-assessable, (ii) free

and clear of all Liens (other than restrictions on transfer arising under federal and state securities Laws and the Lock-Up Period set

forth herein), and (iii) issued in compliance with all applicable federal and state securities Laws.

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Section 6.5 SEC

Filings.

Buyer has timely filed or furnished all forms,

reports, schedules, statements, and other documents (including exhibits and other information incorporated therein) required to be filed

or furnished by it with the SEC since the date that is one (1) year prior to the Effective Date (or for such shorter period that Buyer

was required to file such reports and materials, and collectively, the “SEC Reports”). As of their respective filing dates

(or, if amended or superseded by a subsequent filing prior to the Effective Date, on the date of such amendment or superseding filing),

the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and

did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to

make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 6.6 Litigation.

There is no action, suit, proceeding, claim, arbitration,

or investigation pending or, to the actual knowledge of Buyer, threatened against Buyer that seeks to enjoin, restrain, or prohibit the

consummation of the transactions contemplated by this Agreement or that would reasonably be expected to materially impair Buyer’s

ability to consummate the transactions contemplated hereby.

Section 6.7 Brokers.

No broker, finder, investment banker, or similar

Person is entitled to any brokerage fee, finder’s fee, commission, or similar payment in connection with the transactions contemplated

by this Agreement based upon arrangements made by or on behalf of Buyer for which any Seller or the Company would be liable.

Section 6.8 Independent

Investigation; Acknowledgment.

Buyer acknowledges that it has conducted, to its

satisfaction, its own independent investigation, review, and analysis of the Company, the Business, and the Shares. In making its determination

to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely upon (i) its own investigation

and the express representations and warranties of the Sellers and the Company set forth in Article V (as qualified by the Disclosure Schedule),

and (ii) the representations, warranties, covenants, and agreements set forth in any Ancillary Agreement.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE VII

PRE-CLOSING COVENANTS

Section 7.1 Conduct

of Business Prior to Closing.

From the Effective Date until the earlier of the

Closing or the termination of this Agreement, except (i) as required by Law, (ii) as expressly required or permitted by this Agreement,

or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned, or delayed), the Company

shall and the Sellers shall cause the Company to conduct the Business in the ordinary course consistent with past practice and to use

commercially reasonable efforts to (a) preserve substantially intact the Business and the Company’s relationships with employees,

Loan Officers, customers, regulators, warehouse lenders, investors, and other Persons having material business relationships with the

Company, and (b) maintain in full force and effect all material Permits and insurance policies.

Without limiting the generality of the foregoing,

prior to the Closing, except with the prior written consent of Buyer, the Company shall not and the Sellers shall cause the Company not

to:

(a) amend its certificate of incorporation, bylaws, or other organizational documents;

(b) issue, sell, pledge, dispose of, or encumber any equity interest, or grant any option, warrant, or other

right to acquire any equity interest;

to the Sellers consistent with past practice and disclosed in the Disclosure Schedule);

(d) incur any Indebtedness, other than borrowings under existing Warehouse Lines in the ordinary course of

business;

(e) sell, lease, license, transfer, or otherwise dispose of any material assets, other than in the ordinary

course of business;

(f) acquire any business or material assets of any other Person;

(g) make any material change to its accounting methods, principles, or practices, except as required by GAAP

or applicable Law;

(h) make, change, or revoke any material Tax election, file any amended Tax Return, or settle any material

Tax claim;

(i) increase the compensation or benefits of any employee, officer, director, or independent contractor outside

the ordinary course of business consistent with past practice, or enter into or amend any employment, severance, or change-in-control

agreement;

(j) enter into, materially amend, or terminate any material contract, other than in the ordinary course of

business;

(k) commence, settle, or compromise any material action, suit, proceeding, or claim; or

(l) agree, commit, or resolve to do any of the foregoing.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

Section 7.2 Access

to Information.

From the Effective Date until the earlier of the

Closing or the termination of this Agreement, the Sellers and the Company shall, and the Sellers shall cause the Company to, afford Buyer

and its Representatives reasonable access, during normal business hours and upon reasonable advance notice, to the Company’s offices,

properties, books, records, contracts, and personnel, and shall furnish Buyer with such financial, operating, regulatory, and other data

and information as Buyer may reasonably request, in each case for purposes of completing due diligence, preparing for the Closing, integration

planning, and complying with applicable Law (including Buyer’s obligations under federal securities laws). Such access shall not

unreasonably interfere with the operation of the Business.

Section 7.3 Exclusivity.

From the Effective Date until the earlier of (i)

the Closing, (ii) the termination of this Agreement in accordance with Article X, or (iii) the date that is forty-five (45) days following

the Effective Date if the Closing has not theretofore occurred (as such period may be extended by mutual written agreement of the Parties),

no Seller shall, and the Sellers shall cause the Company and their respective Representatives not to, directly or indirectly: (a) solicit,

initiate, encourage, or facilitate any inquiry, indication of interest, proposal, or offer from any Person (other than Buyer and its Representatives)

relating to any acquisition, merger, consolidation, recapitalization, sale of all or substantially all assets, sale of equity interests,

or similar transaction involving the Company (an “Alternative Transaction”); (b) participate in any discussions or negotiations

regarding any Alternative Transaction; (c) furnish any non-public information regarding the Company to any third party in connection with

any Alternative Transaction; or (d) enter into any agreement, arrangement, or understanding regarding any Alternative Transaction. The

Sellers and the Company shall, and the Sellers shall cause the Company and their respective Representatives to, immediately cease and

cause to be terminated any existing discussions or negotiations with any third party with respect to any Alternative Transaction.

Section 7.4 Reasonable

Best Efforts; Regulatory Approvals.

Each Party shall use its reasonable best efforts

to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable to consummate the

transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable

all required notifications, applications, and filings with Governmental Authorities (including any state mortgage regulators and the NMLS)

and obtaining all required Permits, consents, approvals, and authorizations, (ii) responding promptly to any inquiries, requests, or comments

from any Governmental Authority, and (iii) taking such other actions as may be reasonably requested by the other Party. The Parties shall

cooperate in good faith in connection with all such filings, communications, and approvals. Each Party shall promptly notify the other

Party of any material communication received from any Governmental Authority and shall provide the other Party with a reasonable opportunity

to review and comment on any material written communication to any Governmental Authority.

Section 7.5 Notification

of Certain Matters.

From the Effective Date until the Closing, each

Party shall promptly notify the other Party in writing of (i) any event, circumstance, or development that has caused or is

reasonably likely to cause any of its representations and warranties to be untrue or incorrect in any material respect at the

Closing, (ii) any material breach by it of any of its covenants or agreements contained herein, or (iii) the receipt of any written

notice or other communication from any Governmental Authority or other Person alleging that the consent of such Person is or may be

required in connection with the transactions contemplated hereby, or asserting that the transactions contemplated hereby may violate

any Law.

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Section 7.6 Confidentiality;

Public Announcements.

(a) The

Parties shall continue to be bound by the confidentiality obligations set forth in Section 10 of the MOU until the Closing, at which time

such obligations shall terminate (provided that the Sellers shall remain bound by the confidentiality obligations set forth in Article

XI hereof and any Ancillary Agreement). (b) Subject to the requirements of applicable Law (including the federal securities Laws applicable

to Buyer as a public company), neither Party shall issue any press release or make any other public announcement regarding this Agreement

or the transactions contemplated hereby without the prior written consent of the other Party (such consent not to be unreasonably withheld,

conditioned, or delayed). The Parties acknowledge that Buyer shall be entitled to make such public disclosures (including filings with

the SEC and any required Form 8-K, Form 10-Q, or Form 10-K disclosure) as Buyer’s legal counsel determines are required or advisable

under applicable securities Laws and stock exchange listing rules, and the Sellers shall reasonably cooperate with respect to the timing

and content of any such disclosure.

Section 7.7 Pre-Closing

Debt Payoff; Debt-Free Closing.

From the Effective Date through the Closing, the

Sellers shall, and shall cause the Company to, take all such actions as are necessary to ensure that, immediately prior to and as of the

Closing, all Closing Debt has been fully paid off, satisfied, released, or discharged. Without limiting the foregoing:

(a) the Sellers shall use their reasonable best efforts to obtain, no later than three (3) Business Days prior

to the Closing, customary payoff letters from each holder of any Closing Debt, in form and substance reasonably satisfactory to Buyer,

setting forth (i) the aggregate amount required to be paid as of the Closing Date to fully discharge such Closing Debt, and (ii) the lender’s

agreement, upon receipt of such payoff amount, to release all Liens, deliver UCC-3 termination statements, and return any pledged collateral

or instruments;

(b) the Sellers shall provide Buyer with a written calculation of the estimated Closing Debt at least five

(5) Business Days prior to the Closing, together with reasonable supporting documentation, and shall update such calculation as needed

to reflect actual amounts as of the Closing;

Closing Debt, all transaction expenses of the Sellers and the Company, and all amounts owed to Affiliates of the Sellers; in no event

shall any Closing Debt or such transaction expenses be an obligation of the Company from and after the Closing or be deducted from the

Stock Consideration; and

(d) for the avoidance of doubt, ordinary course Warehouse Line borrowings used to fund pipeline loans (and

identified on Schedule 1.1(a)) are not required to be paid off at Closing and shall remain outstanding in the ordinary course of business.

Section 7.8 Pre-Closing

Loan Officer Engagement and Key Personnel Continuity.

(a) From the Effective Date through the

Closing, the Sellers shall use their reasonable best efforts to (i) maintain the active employment or engagement of all Loan

Officers and Key Personnel, (ii) preserve the Company’s relationships with its Loan Officers, Key Personnel, customers,

referral sources, real estate agents, builders, and warehouse lenders, and (iii) communicate the transaction to Loan Officers and

Key Personnel in a manner reasonably designed to encourage continued employment with the Company following the Closing, in

coordination with Buyer.

(b) The

Sellers shall promptly notify Buyer in writing if any Loan Officer or Key Personnel provides notice of an intent to terminate his or her

employment or engagement, and shall promptly take, in coordination with Buyer, such reasonable steps as may be appropriate to retain such

individual.

Sellers shall reasonably cooperate with Buyer in the preparation, finalization, and offering of retention or employment agreements (and

any related compensation arrangements) for Key Personnel and Loan Officers to be effective at or shortly following the Closing, on terms

and conditions to be mutually agreed by Buyer and the Sellers.

Section 7.9 Section

16 / Beneficial Ownership Filings.

To the extent that any Seller becomes the beneficial

owner of more than five percent (5%) of the outstanding common stock of Buyer as a result of the issuance of the Stock Consideration,

such Seller shall be solely responsible for compliance with any reporting obligations of such Seller under Section 13 of the Exchange

Act, including any required filings on Schedule 13D or Schedule 13G. Buyer shall reasonably cooperate with the Sellers in connection with

such filings.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.1 Conditions

to Obligations of Each Party.

The respective obligations of each Party to consummate

the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver in writing by both Buyer and the Sellers)

at or prior to the Closing of each of the following conditions:

(a) no Order issued by any Governmental Authority of competent jurisdiction shall be in effect that prevents,

restrains, enjoins, or prohibits the consummation of the transactions contemplated hereby, and no Law shall have been enacted or promulgated

that makes the consummation of such transactions illegal; and

(b) all required Permits, consents, and approvals from Governmental Authorities (including any required state

mortgage regulator and NMLS approvals or notice filings) shall have been obtained and shall be in full force and effect.

Section 8.2 Conditions

to Obligations of Buyer.

The obligations of Buyer to consummate the transactions

contemplated by this Agreement shall be subject to the satisfaction (or waiver in writing by Buyer) at or prior to the Closing of each

of the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of the Sellers and

the Company set forth in Sections 5.1 (Organization), 5.2 (Authority; Enforceability), 5.3 (Capitalization; Title to Shares), and 5.19

(Brokers) (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Effective

Date and as of the Closing Date as though made on the Closing Date; and (ii) all other representations and warranties of the Sellers and

the Company set forth in this Agreement shall be true and correct (without giving effect to any qualifications as to materiality or Material

Adverse Effect) as of the Effective Date and as of the Closing Date as though made on the Closing Date, except where the failure of such

representations and warranties to be so true and correct would not, individually or in the aggregate, result in a Material Adverse Effect;

(b) Covenants. The Sellers and the Company shall have performed in all material respects all

covenants and agreements required to be performed by them under this Agreement at or prior to the Closing;

of the Closing Date, executed by each Seller and a duly authorized officer of the Company, certifying that the conditions set forth in

Sections 8.2(a) and 8.2(b) have been satisfied;

(d) No Material Adverse Effect. Since the Effective Date, no Material Adverse Effect shall have

occurred and be continuing;

(e) Closing Deliverables. The Sellers shall have delivered, or caused to be delivered, to Buyer

all of the items required to be delivered pursuant to Section 4.2;

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(f) Due Diligence. Buyer shall have completed, to its reasonable satisfaction, its financial,

legal, regulatory, operational, and human capital due diligence with respect to the Company; provided that this condition shall be deemed

satisfied unless Buyer notifies the Sellers in writing of unsatisfactory due diligence findings within sixty (60) days after the Effective

Date or such other period as the Parties may agree;

(g) Resignation of Directors and Officers. Buyer shall have received the written resignations

of each director and officer of the Company designated by Buyer pursuant to Section 4.2(b);

(h) Debt-Free Closing. The Sellers shall have caused all Closing Debt to be fully paid off,

satisfied, released, or discharged immediately prior to the Closing, and shall have delivered to Buyer (i) customary payoff letters and

lien releases from each holder of Closing Debt, (ii) UCC-3 termination statements (or other evidence of release of Liens) reasonably satisfactory

to Buyer, and (iii) a certificate of the Sellers, dated as of the Closing Date, certifying that, as of immediately prior to the Closing,

the Company has no Indebtedness or other liabilities other than (A) ordinary course Warehouse Line borrowings identified on Schedule 1.1(a),

and (B) liabilities incurred in the ordinary course of business consistent with past practice and disclosed on the Disclosure Schedule;

(i) Loan Officer Continuity at Closing. As of the Closing Date, no more than ten percent (10%)

of the Loan Officers employed or engaged by the Company as of the Effective Date shall have terminated, or given written notice of intent

to terminate, their employment or engagement;

(j) Key Personnel Retention. Each individual identified as Key Personnel on Schedule 1.1(b)

shall remain actively employed by or engaged as an independent contractor of the Company as of the Closing Date, shall not have given

written notice of an intent to terminate his or her employment or engagement, and (to the extent identified by Buyer in writing prior

to the Closing) shall have executed and delivered to Buyer a retention agreement, employment agreement, or independent contractor agreement

on terms reasonably acceptable to Buyer;

(k) Financial Statements; No Material Adverse Change. (i) The Sellers shall have delivered to

Buyer (A) the Financial Statements, and (B) an unaudited balance sheet and income statement of the Company as of and for the most recent

calendar month ended at least fifteen (15) days prior to the Closing Date (the “Pre-Closing Financial Statements”), in each

case prepared in a manner consistent with past practice; (ii) such Financial Statements and Pre-Closing Financial Statements shall be

reasonably satisfactory to Buyer; and (iii) since the date of the most recent balance sheet so delivered, no Material Adverse Effect shall

have occurred and be continuing; and

(l) Lien Releases. The Sellers shall have delivered to Buyer evidence reasonably satisfactory

to Buyer of the release of all Liens on the Shares and on the assets of the Company (other than Permitted Liens).

Section 8.3 Conditions

to Obligations of the Sellers.

The obligations of the Sellers to consummate the

transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver in writing by the Sellers) at or prior to

the Closing of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of Buyer set forth in

this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as though made on

the Closing Date;

(b) Covenants. Buyer shall have performed in all material respects all covenants and agreements

required to be performed by Buyer under this Agreement at or prior to the Closing;

as of the Closing Date, executed by a duly authorized officer of Buyer, certifying that the conditions set forth in Sections 8.3(a) and

8.3(b) have been satisfied; and

(d) Closing Deliverables. Buyer shall have delivered, or caused to be delivered, to the Sellers

all of the items required to be delivered pursuant to Section 4.3.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE IX

INDEMNIFICATION

Section 9.1 Survival.

(a) The representations and warranties of the

Sellers and the Company contained in this Agreement shall survive the Closing for twenty-four (24) months following the Closing Date;

provided, that (i) the Fundamental Representations and the representations and warranties in Section 5.12 (Taxes), Section 5.21 (No Debt;

No Material Liabilities; No Material Litigation), and Section 5.22 (Disclosed EDD Matter) shall survive until sixty (60) days after the

expiration of the applicable statute of limitations, and (ii) any representation or warranty in respect of which an indemnification claim

has been delivered in writing prior to expiration of the applicable survival period shall continue solely with respect to such claim until

finally resolved. (b) The covenants and agreements of the Sellers and the Company shall survive the Closing in accordance with their terms

or, if no specified term, indefinitely. (c) The representations and warranties of Buyer shall not survive the Closing; covenants and agreements

of Buyer shall survive in accordance with their terms.

Section 9.2 Indemnification

by the Sellers.

From and after the Closing, subject to the limitations

set forth in this Article IX, the Sellers, jointly and severally (other than with respect to breaches of representations or warranties

made by an individual Seller solely with respect to such Seller, which shall be several and not joint), shall indemnify, defend, and hold

harmless Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnified Parties”) from

and against all Losses incurred or suffered by any Buyer Indemnified Party arising out of or resulting from:

(a) any breach of, or inaccuracy in, any representation or warranty of the Sellers or the Company contained

in this Agreement or in any certificate delivered by the Sellers or the Company pursuant hereto;

(b) any breach or non-fulfillment of any covenant or agreement of any Seller or the Company contained in this

Agreement;

at or prior to the Closing, and any Indebtedness of the Company that was outstanding as of the Closing and not expressly disclosed on

Schedule 5.21(a) or Schedule 1.1(a);

(d) Pre-Closing and Pre-Cut-Off Liabilities. (i) any liability or obligation of the Company

(whether known or unknown, absolute, accrued, contingent, or otherwise) arising out of or relating to facts, events, conduct, or circumstances

occurring or existing on or prior to the Closing Date, to the extent such liability or obligation is not (A) reflected or expressly reserved

against in the most recent balance sheet included in the Financial Statements (or the Pre-Closing Financial Statements), or (B) incurred

in the ordinary course of business consistent with past practice after the date of such balance sheet and not material in amount; and

(ii) any Pre-Cut-Off Liability (as defined in Section 4.6(b)) that has not been paid by the Sellers on or prior to the Cut-Off Time and

that is not otherwise reimbursed pursuant to Section 4.6(c);

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Stock Purchase Agreement — Linkhome / Mortgage One Group

(e) Legal, Regulatory, and Compliance Matters. any Losses arising out of or relating to (i)

any action, suit, proceeding, claim, arbitration, or investigation pending or threatened against the Company on or prior to the Closing

Date (whether or not disclosed on the Disclosure Schedule), (ii) any violation by the Company of

any Law (including any consumer-protection, fair-lending, mortgage-licensing, anti-money-laundering, data-privacy, or employment Law)

on or prior to the Closing Date, (iii) any repurchase, indemnification, make-whole, early-payment-default, or similar obligation with

respect to any loan originated, processed, underwritten, sold, or serviced by the Company on or prior to the Closing Date, and (iv) any

claim by any consumer, borrower, regulator, investor, warehouse lender, or other counterparty relating to a residential mortgage loan

originated, processed, underwritten, sold, or serviced by the Company on or prior to the Closing Date;

(f) any Tax of the Company with respect to any Pre-Closing Tax Period (other than any Tax accrued as a current

liability on the most recent balance sheet included in the Financial Statements);

(g) any claim by any Person to be the holder of, or to have rights in or to, any equity interest in the Company

immediately prior to the Closing other than the Sellers;

(h) any matter set forth on Schedule 9.2(h) (Special Indemnity Matters), if any; and

(i) Disclosed EDD Matter — Historical Liability. any EDD Resolution Amount payable in

connection with the Disclosed EDD Matter (as defined in Section 5.22), and any direct out-of-pocket Loss incurred by a Buyer Indemnified

Party that is directly attributable to facts or conduct giving rise to the Disclosed EDD Matter and that occurred on or prior to the Closing

Date. For clarity, this clause (i) does not cover Buyer’s or the Company’s own legal, regulatory, advisory, or operating costs

incurred in monitoring, disclosing, or otherwise responding to the Disclosed EDD Matter after the Closing, except to the extent those

costs are part of an EDD Resolution Amount.

Section 9.3 Limitations.

(a)

Deductible.

Except in the case of (i) breaches

of Fundamental Representations, (ii) breaches of Section 5.12 (Taxes) or Section 5.21 (No Debt; No Material Liabilities; No Material Litigation),

(iii) fraud or intentional misrepresentation, or (iv) Sections 9.2(b) through (i), the Sellers shall not be liable for any Losses indemnifiable

under Section 9.2(a) until the aggregate amount of all such Losses exceeds Fifty Thousand Dollars ($50,000) (the “Deductible”),

at which point the Sellers shall be liable for all Losses in excess of the Deductible.

(b)

Cap.

Except in the case of (i)

breaches of Fundamental Representations, (ii) breaches of Section 5.12 (Taxes) or Section 5.21 (No Debt; No Material Liabilities; No

Material Litigation), (iii) fraud or intentional misrepresentation, or (iv) indemnification claims under Sections 9.2(c) (Closing

Debt and Undisclosed Indebtedness), 9.2(d) (Pre-Closing and Pre-Cut-Off Liabilities), or 9.2(e) (Legal, Regulatory, and Compliance

Matters), the aggregate liability of the Sellers under Section 9.2(a) shall not exceed an amount equal to fifteen percent (15%) of

the value of the Stock Consideration (calculated based on the volume-weighted average price of Buyer’s common stock for the

ten (10) trading days ending on the trading day immediately preceding the Closing Date) (the “Cap”). The aggregate

liability of the Sellers under Section 9.2, other than for fraud or gross negligence, shall in no event exceed the aggregate

Purchase Price actually received by the Sellers.

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(c)

EDD Sub-Cap.

Notwithstanding subsection (b), the

aggregate liability of the Sellers under Section 9.2(i) (Disclosed EDD Matter — Historical Liability) shall not exceed twenty-five

percent (25%) of the value of the Stock Consideration (calculated as in subsection (b)) (the “EDD Sub-Cap”), and is in addition

to (and not part of) the Cap.

(d)

Mitigation; Insurance and Tax Benefits.

The Buyer Indemnified Parties shall

use commercially reasonable efforts to mitigate any Loss for which they seek indemnification. The amount of any Loss for which indemnification

is provided under this Article IX shall be reduced by the amount of any insurance proceeds and any third-party recoveries actually received

by the Buyer Indemnified Parties in respect of such Loss, net of any costs of recovery.

(e)

No Duplication.

No Buyer Indemnified Party shall be

entitled to duplicate recovery for the same Loss under this Agreement.

Section 9.4 Indemnification

Procedures.

(a) Promptly

after a Buyer Indemnified Party becomes aware of a claim for indemnification hereunder, such Buyer Indemnified Party shall deliver to

the Sellers (in such capacity, the “Indemnifying Party”) a written notice describing in reasonable detail the facts giving

rise to the claim and, to the extent then known, the amount of Losses claimed. The failure to so notify the Indemnifying Party shall not

relieve the Indemnifying Party of its obligations except to the extent such Indemnifying Party is actually prejudiced thereby. (b) With

respect to any third-party claim, the Indemnifying Party shall have the right to assume and control the defense of such claim with counsel

reasonably acceptable to the Buyer Indemnified Party, provided that the Indemnifying Party acknowledges in writing its indemnification

obligation in respect of such claim. The Buyer Indemnified Party shall reasonably cooperate in such defense. The Indemnifying Party shall

not settle any third-party claim without the Buyer Indemnified Party’s prior written consent (not to be unreasonably withheld) unless

such settlement involves only the payment of money damages that are fully indemnified by the Indemnifying Party and includes an unconditional

release of the Buyer Indemnified Party.

Section 9.5 Right

of Setoff.

Without limiting any other rights or remedies

of any Buyer Indemnified Party, Buyer shall be entitled to set off any amount finally determined to be owed by any Seller to any Buyer

Indemnified Party under this Article IX against any amount otherwise payable by Buyer to such Seller hereunder, including any unpaid Earnout

and any unpaid Consulting Compensation. The exercise of such right of setoff in good faith shall not constitute a default by Buyer of

this Agreement or any Consulting Agreement.

Section 9.6 Tax

Treatment of Indemnification Payments.

The Parties shall treat any indemnification payment

made under this Agreement as an adjustment to the Purchase Price for all Tax purposes, except as otherwise required by applicable Law.

Section 9.7 Exclusive

Remedy.

Except (i) in the case of fraud, gross negligence,

or intentional misrepresentation, (ii) for claims for specific performance, injunctive, or other equitable relief, and (iii) for claims

under any Ancillary Agreement (which shall be governed by the terms thereof), the indemnification rights set forth in this Article IX

shall constitute the sole and exclusive remedy of Buyer for monetary damages with respect to any breach of this Agreement by the Sellers

or the Company following the Closing.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE X

TERMINATION

Section 10.1 Termination

Events.

This Agreement may be terminated before the Closing:

(a) by mutual written consent of Buyer and the Sellers;

(b) by Buyer or the Sellers, by written notice, if the Closing has not occurred by July 31, 2026 (the “Outside

Date”); provided, that this right is not available to any Party whose breach is the principal cause of the failure to close. The

Parties may extend the Outside Date by mutual written agreement;

would cause a failure of any condition in Section 8.2, and such breach is not cured within thirty (30) days after Buyer’s notice

(or, if earlier, the Outside Date);

(d) by the Sellers, by written notice, if Buyer has breached this Agreement in a manner that would cause a

failure of any condition in Section 8.3, and such breach is not cured within thirty (30) days after the Sellers’ notice (or, if

earlier, the Outside Date); or

(e) by either Buyer or the Sellers, by written notice, if a Governmental Authority issues a final, non-appealable

Order permanently prohibiting the Acquisition.

Section 10.2 Effect

of Termination.

On termination under Section 10.1, this

Agreement becomes void with no liability, except that (i) Section 7.6 (Confidentiality; Public Announcements), this Article X, and

Article XVI (General Provisions) survive, and (ii) no termination relieves any Party from liability for willful and material breach

or fraud occurring prior to termination.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE XI

RESTRICTIVE

COVENANTS

Section 11.1 Acknowledgments.

Each Seller acknowledges that (i) Buyer is acquiring

substantial goodwill of the Company and the Business in connection with the transactions contemplated by this Agreement, (ii) the covenants

set forth in this Article XI are reasonable and necessary to protect the legitimate business interests of Buyer and the goodwill being

acquired hereunder, and (iii) such covenants are an inducement to, and a material condition of, Buyer’s willingness to enter into

this Agreement and to pay the Purchase Price. The Parties intend that the covenants set forth in this Article XI be enforceable as covenants

ancillary to the sale of the goodwill of the Company under California Business and Professions Code Section 16601 and any successor provision.

Section 11.2 Non-Competition.

During the Restricted Period, each Seller shall

not, and shall cause its respective Affiliates not to, directly or indirectly, anywhere in the United States, engage in, own, manage,

operate, control, finance, or participate in the ownership, management, operation, control, or financing of, or be employed by or render

services to, any Person that competes with the Business as conducted by the Company on the Closing Date or as expanded by Buyer during

the Restricted Period (a “Competing Business”); provided, that the foregoing shall not prohibit (i) any Seller’s ownership

of less than two percent (2%) of the outstanding equity securities of any publicly traded company, (ii) any Seller’s employment

by or engagement with Buyer or its Affiliates (including the Company), or (iii) post-employment activities expressly permitted by California

Business and Professions Code Section 16601 or other applicable Law.

Section 11.3 Non-Solicitation

of Employees.

During the Restricted Period, each Seller shall

not, and shall cause its respective Affiliates not to, directly or indirectly, (a) solicit for employment or engagement, hire, or engage

as an independent contractor, any individual who is, or who within the twelve (12) months prior thereto was, an employee, Loan Officer,

or independent contractor of Buyer or any of its Affiliates (including the Company), or (b) induce or attempt to induce any such Person

to terminate his or her employment or engagement with Buyer or any of its Affiliates; provided, that the foregoing shall not prohibit

general solicitations not specifically directed at any such Person (including general advertisements and recruiting through search firms

not directed at any such Person).

Section 11.4 Non-Solicitation

of Customers.

During the Restricted Period, each Seller shall

not, and shall cause its respective Affiliates not to, directly or indirectly, solicit, divert, or take away the business of any customer,

referral source, real estate agent, broker, builder, or warehouse lender of Buyer or any of its Affiliates (including the Company) for

the purpose of providing products or services that compete with the Business.

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Section 11.5 Confidentiality.

From and after the Closing, each Seller shall,

and shall cause its respective Affiliates and Representatives to, maintain the confidentiality of all non-public, proprietary, or confidential

information regarding Buyer, the Company, the Business, and their respective Affiliates (including customer lists, pricing information,

business plans, financial information, trade secrets, technology, and personally identifiable information) (collectively, “Confidential

Information”), and shall not use or disclose any such Confidential Information for any purpose, except (i) as required by applicable

Law (in which case the disclosing Seller shall, to the extent legally permitted, provide Buyer with reasonable advance notice of such

required disclosure to enable Buyer to seek a protective order), or (ii) to the extent such information becomes generally known or available

to the public other than as a result of a breach of this Section 11.5. The obligations of this Section 11.5 shall survive indefinitely.

Section 11.6 Non-Disparagement.

From and after the Closing, no Seller shall, and

the Sellers shall cause their respective Affiliates not to, make any disparaging or defamatory statement, whether oral or written, regarding

Buyer, the Company, the Business, or any of their respective Affiliates, directors, officers, or employees. Buyer shall instruct its directors

and executive officers not to make any disparaging or defamatory statement regarding any Seller. Nothing in this Section 11.6 shall prohibit

any Person from making truthful statements as required by Law or in connection with any legal proceeding.

Section 11.7 Equitable

Relief; Reformation.

Each Seller acknowledges that any breach of this

Article XI would cause Buyer irreparable harm for which monetary damages would not be an adequate remedy, and that Buyer shall be entitled

to seek injunctive or other equitable relief (without the necessity of posting a bond or proving actual damages) in addition to any other

remedy available at law. If any provision of this Article XI is held by a court or arbitrator to be unenforceable as drafted, such court

or arbitrator shall reform such provision (including by reducing the duration, geographic scope, or scope of activity) to the maximum

extent enforceable under applicable Law and shall enforce such provision as so reformed.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE XII

SECURITIES ACT MATTERS; INVESTMENT

REPRESENTATIONS

Each Seller, severally and not jointly, hereby

represents, warrants, covenants, and acknowledges to Buyer, as of the Effective Date and as of the Closing Date, as follows:

Section 12.1 Investment

Intent.

Such Seller is acquiring the Stock Consideration

for such Seller’s 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. Such Seller has no present intention of selling, granting any participation in, or otherwise

distributing any of the Stock Consideration in violation of the Securities Act or any applicable state securities Law.

Section 12.2 Accredited

Investor; Sophistication.

Such Seller (i) is an “accredited

investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; (ii) has such knowledge and

experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock

Consideration; (iii) is able to bear the economic risk of such investment, including a complete loss thereof; and (iv) has been

afforded an opportunity to ask questions of, and receive answers from, Buyer’s management concerning Buyer and the terms and

conditions of the Stock Consideration, and has reviewed Buyer’s SEC Reports.

Section 12.3 Restricted

Securities.

Such Seller acknowledges and agrees that (i) the

Stock Consideration constitutes “restricted securities” within the meaning of Rule 144 and has not been registered under the

Securities Act or under any state securities Law in reliance upon exemptions from registration, (ii) the Stock Consideration may not be

sold, transferred, pledged, hypothecated, or otherwise disposed of unless such transaction is registered under the Securities Act and

applicable state securities Laws or is exempt from such registration requirements, and (iii) Buyer is under no obligation to register

the Stock Consideration or to take any action to make any exemption from registration (including Rule 144) available with respect to the

Stock Consideration.

Section 12.4 Legend.

Each book-entry position or certificate evidencing

the Stock Consideration shall bear a legend substantially in the following form (in addition to any legend required by applicable state

securities Law):

“THE SECURITIES

REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY

STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED ABSENT (I) AN

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (II) AN APPLICABLE EXEMPTION FROM

SUCH REGISTRATION REQUIREMENTS. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER, INCLUDING A LOCK-UP PERIOD,

SET FORTH IN A STOCK PURCHASE AGREEMENT DATED [●], 2026, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER.”

Section 12.5 Lock-Up.

Such Seller agrees to be bound by the Lock-Up

Period restrictions set forth in Section 3.1(a) and acknowledges that such restrictions may be enforced through stop-transfer instructions

to Buyer’s transfer agent.

Section 12.6 Removal

of Legend.

Buyer shall, at the request of any Seller and

at Buyer’s expense, cause its transfer agent to remove the restrictive legend set forth in Section 12.4 in connection with any sale

or transfer of the Stock Consideration that is registered under the Securities Act or made in compliance with Rule 144 (or another available

exemption from registration), upon receipt by Buyer of customary documentation reasonably required by the transfer agent and Buyer’s

counsel, which may include a customary representation letter and, if reasonably required, an opinion of counsel.

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ARTICLE XIII

EARNOUT

Section 13.1 Earnout

Calculation.

As additional consideration for the Shares, the

Sellers shall be entitled to receive an aggregate Earnout, calculated as follows:

(a) Rate. The Earnout shall be calculated at a rate of twenty-five (25) basis points (0.25%)

on Funded Loan Volume during the Earnout Period.

(b) Cap. The aggregate Earnout payable to the Sellers shall not exceed Seven Hundred Fifty Thousand

Dollars ($750,000) (i.e., the Earnout Cap).

Volume during the Earnout Period only.

(d) Termination. Buyer’s obligation to pay further Earnout amounts shall terminate automatically

on the earlier of (i) the date aggregate Earnout payments equal the Earnout Cap or (ii) expiration of the Earnout Period.

(e) Continued Transition Support. The Sellers’ entitlement to receive any Earnout payment

is subject to the Sellers’ continued and substantial compliance with their transition support, LO retention, and LO recruiting obligations

under Article XIV and the Consulting Agreements.

Section 13.2 Reporting

and Payment.

(a) Within

thirty (30) days after the end of each calendar month during the Earnout Period, Buyer shall deliver to the Sellers a written report (the

“Earnout Report”) setting forth (i) the Funded Loan Volume for such month, (ii) a list of the Loan Officers whose loan production

was included (distinguishing between Loan Officers employed at Closing and Loan Officers subsequently recruited by such existing team

members), (iii) the Earnout amount earned for such month, and (iv) the aggregate Earnout earned and paid to date. (b) Buyer shall pay

the Earnout amount shown on each Earnout Report (subject to the Earnout Cap and any setoff permitted under Section 9.5) concurrently with

delivery of the Earnout Report, by wire transfer of immediately available funds, allocated as set forth on the Allocation Schedule.

Section 13.3 Audit

Rights.

The Sellers may, at their own expense (except

as provided below), audit Buyer’s books and records relating to the calculation of Funded Loan Volume and the Earnout, no more than

once per calendar year, upon ten (10) Business Days’ prior written notice and during normal business hours. If any audit reveals

an Earnout underpayment exceeding five percent (5%) for the period audited, Buyer shall (i) promptly pay the underpaid amount with interest

at five percent (5%) per annum from the original due date and (ii) reimburse the Sellers for the reasonable out-of-pocket costs of the

audit.

Section 13.4 Conduct

During Earnout Period.

During the Earnout Period, Buyer shall (a) maintain

books and records sufficient to permit calculation of the Earnout, (b) act in good faith and not take any action with the primary purpose

of frustrating or reducing the Sellers’ ability to earn the Earnout, and (c) not engage in any restructuring or transfer of the

Business with the primary purpose of avoiding or reducing the Earnout. Buyer otherwise retains discretion to operate the Business as

it deems appropriate (including employment, compensation, marketing, capital, and strategic decisions). The Sellers acknowledge there

is no implied covenant to maximize Funded Loan Volume, and Buyer has no obligation to achieve any particular level of Funded Loan Volume.

Section 13.5 Acceleration

Upon Change of Control.

If, during the Earnout Period, Buyer (i) consummates

a transaction resulting in any Person or “group” (as defined in Section 13(d) of the Exchange Act), other than Buyer’s

controlling shareholder(s) as of the Closing Date, beneficially owning more than fifty percent (50%) of Buyer’s outstanding voting

securities, or (ii) sells all or substantially all of the assets of the Company or the Business to an unaffiliated third party (each,

an “Acceleration Event”), Buyer shall cause the successor or transferee to assume Buyer’s obligations under this Article

XIII (and, where applicable, Article XIV) for the remainder of the Earnout Period. If the successor or transferee does not so assume in

writing, the unpaid balance of the Earnout Cap (less aggregate Earnout previously paid) shall become immediately due and payable on the

Acceleration Event.

Section 13.6 Nature

of Earnout.

The right to receive any Earnout payment (i) is

a contractual right to a contingent payment of Purchase Price, (ii) does not constitute an equity interest or security, and (iii) shall

not bear interest (except as provided in Section 13.3). The right is not transferable other than by will or intestate succession, except

with Buyer’s prior written consent.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE XIV

POST-CLOSING OPERATIONAL COVENANTS

The Parties acknowledge that the

Parties’ intention with respect to the Acquisition is for Buyer to acquire (i) the Company’s Loan Officer team and

production capacity, (ii) the Company’s mortgage lending Permits and licensing footprint (and the platform for expansion

thereof), and (iii) access to working-capital financing through Warehouse Lines, in each case free of pre-existing Indebtedness and

undisclosed liabilities. The covenants in this Article XIV are intended to give effect to that intention. The Parties shall

cooperate in good faith to achieve the operational milestones set forth herein.

Section 14.1 Buyer

Covenants — Loan Officer Retention and Compensation.

(a)

Retention and Employment Agreements.

Within thirty (30) days following the

Closing Date (or such longer period as the Parties may mutually agree, but in any event no later than ninety (90) days following the Closing

Date), Buyer shall offer to each member of the Key Personnel and to each Loan Officer who continues to be employed by or engaged as an

independent contractor of the Company at such time a retention agreement, employment agreement, or independent contractor agreement (each,

a “Retention Agreement”) on terms reasonably designed to incentivize continued employment or engagement during, at minimum,

the Transition Period. The Sellers shall reasonably cooperate in the design and implementation of the Retention Agreements.

(b)

Competitive Compensation Structure.

During the Transition Period, Buyer

shall maintain (or cause the Company to maintain) a compensation structure for the Loan Officer team that, taken as a whole, is reasonably

competitive with prevailing market practice for similarly situated mortgage origination businesses and is no less favorable in the aggregate

than the compensation structure in effect immediately prior to the Closing, except for changes (i) reasonably required by Law (including

by federal or state mortgage compensation rules), (ii) made in response to material changes in market conditions, or (iii) otherwise mutually

agreed by Buyer and the Sellers in good faith.

(c)

Continued Employment of Key Personnel.

During the Transition Period, Buyer

shall not terminate the employment or engagement of any member of the Key Personnel other than for Cause (as defined in such individual’s

applicable employment, engagement, or Retention Agreement) or for documented performance, regulatory, or compliance reasons. Nothing in

this Section 14.1(c) shall limit any individual’s right to terminate his or her own employment or engagement.

Section 14.2 Buyer

Covenants — Warehouse Line Capacity.

Buyer shall use its commercially reasonable

efforts to cause the Company (or, as applicable, its Affiliated business unit operating the Business) to establish, by the second

(2nd) anniversary of the Closing Date, aggregate Warehouse Line capacity of at least the Target Warehouse Capacity (i.e.,

$50,000,000), through one or more Warehouse Line agreements with creditworthy warehouse lenders. Buyer shall keep the Sellers

reasonably informed of progress toward the Target Warehouse Capacity, and the Sellers shall reasonably cooperate in introductions to

warehouse lenders, the preparation of due diligence materials, and the negotiation of warehouse facilities.

Section 14.3 Buyer

Covenants — State Licensing Expansion.

(a)

Expansion Plan.

Following the Closing, Buyer shall

use its commercially reasonable efforts to cause the Company (or, as applicable, its Affiliated business unit operating the Business)

to obtain, expand, and maintain mortgage lender, mortgage broker, mortgage banker, and/or mortgage loan originator licenses and authorizations

(collectively, “State Licenses”) in the Target States (i.e., no fewer than forty (40) U.S. states), with the goal of achieving

such licensing footprint within the Transition Period.

(b)

Buyer to Bear Licensing Costs.

All application fees, regulatory fees,

surety bond premiums, NMLS fees, examination fees, attorneys’ fees and other legal costs, and other out-of-pocket costs and expenses

incurred in connection with the application for, obtaining, maintenance of, and renewal of the State Licenses (including any State Licenses

obtained in connection with the expansion to the Target States) shall be borne exclusively by Buyer.

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Section 14.4 Seller

Covenants — Transition Support, LO Retention, and Recruiting.

During the Transition Period, the Sellers (and

each of Jun Choi and Richard Tak personally), in addition to the obligations set forth in their respective Consulting Agreements, shall:

(a) use their commercially reasonable efforts to retain the Loan Officers and Key Personnel employed by or

engaged as independent contractors of the Company, including by participating in retention discussions, communicating the strategic plan,

and addressing concerns of such individuals;

(b) use their commercially reasonable efforts to recruit additional licensed Loan Officers to the Company,

with the shared goal of achieving the Target LO Count (i.e., fifty (50) active Loan Officers) within the Transition Period;

by signing officer applications and disclosures (in such Sellers’ capacity as principals or control persons, as required), responding

to regulator inquiries, and providing such information and certifications as may reasonably be required by state mortgage regulators;

(d) actively assist Buyer in obtaining and expanding Warehouse Line capacity (with the shared goal of achieving

the Target Warehouse Capacity) by leveraging the Sellers’ existing relationships with warehouse lenders and providing such introductions

and assistance as may reasonably be requested by Buyer;

(e) support the integration of the Business into Buyer’s operations and the expansion of lending operations

into new markets, including by providing operational know-how, customer-relationship transfers, training, and onboarding support; and

(f) cooperate with Buyer in connection with all regulatory, licensing, and compliance matters affecting the

Business.

Section 14.5 Operational

Targets — Nature; No Specific Performance.

The operational targets in this Article XIV (including

the Target Warehouse Capacity, the Target States, and the Target LO Count) are aspirational benchmarks reflecting the Parties’ shared

intent. Failure to achieve any target shall not by itself constitute a breach giving rise to monetary liability, provided each Party has

used the level of efforts required under the applicable Section. However, the Sellers’ entitlement to the Earnout remains subject

to the Sellers’ continued compliance with Section 14.4, and any willful and material failure by the Sellers to perform their Section

14.4 obligations may, at Buyer’s election, constitute a basis for suspending further Earnout accrual under Section 13.1(e).

Section 14.6 Reporting

and Cooperation.

During the Transition Period, the Parties shall

conduct a quarterly review meeting (in person, by videoconference, or by such other means as the Parties may agree) to discuss progress

toward the operational targets set forth in this Article XIV, the status of Loan Officer retention and recruiting, the status of State

License applications, and the status of Warehouse Line negotiations. Buyer shall provide the Sellers with reasonable visibility into the

foregoing matters, and the Sellers shall provide Buyer with such information and assistance as may reasonably be requested in connection

with the foregoing.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE

TAX MATTERS

Section 15.1 Tax

Returns; Cooperation.

(a) The Sellers shall cause the Company to prepare

and timely file all Tax Returns of the Company for taxable periods ending on or before the Closing Date that are due (taking into account

valid extensions) on or before the Closing Date. Buyer shall prepare and file all other Tax Returns of the Company. (b) Tax Returns for

any Pre-Closing Tax Period or Straddle Period filed by Buyer shall be prepared consistent with the Company’s past practice, except

as otherwise required by Law. (c) The Parties shall reasonably cooperate on the filing of Tax Returns and any audit, examination, or proceeding.

Section 15.2 Transfer

Taxes.

Any transfer, sales, use, stamp, documentary,

recording, or similar Taxes (other than income or franchise Taxes) imposed in connection with the Acquisition (collectively, “Transfer

Taxes”) shall be borne 50% by Buyer and 50% by the Sellers. The Party required by Law to file a Tax Return for any Transfer Tax

shall do so timely, with the other Party’s cooperation.

Section 15.3 Straddle

Period.

For any taxable period beginning on or before

and ending after the Closing Date (a “Straddle Period”), Taxes allocable to the portion ending on the Closing Date shall be

(i) for property and similar Taxes, the Straddle Period amount multiplied by a fraction (numerator: days through the Closing Date; denominator:

total days), and (ii) for all other Taxes, determined as if the period ended on the Closing Date based on a closing of the Company’s

books.

Section 15.4 Section

338(h)(10) / 336(e) Election.

If, after the Closing, Buyer requests that the

Sellers join in a Section 338(h)(10) or 336(e) election (or any analogous state or local election), the Sellers shall reasonably consider

the request in good faith. The Sellers are not obligated to join unless Buyer agrees to compensate them, on a gross-up basis, for any

incremental Tax cost (relative to a non-election sale), in an amount mutually agreed in good faith.

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Stock Purchase Agreement — Linkhome / Mortgage One Group

ARTICLE XVI

GENERAL PROVISIONS

Section 16.1 Notices.

All notices under this Agreement shall be in

writing and deemed given (i) on personal delivery, (ii) on confirmed email transmission, (iii) one (1) Business Day after dispatch

by reputable overnight courier, or (iv) three (3) Business Days after deposit in U.S. certified mail, return receipt requested, in

each case to the addresses on Schedule 16.1 (or such other address as a Party may designate by written notice).

Section 16.2 Governing

Law.

This Agreement shall be governed by the laws of the

State of California, without regard to its conflict-of-laws principles.

Section 16.3 Dispute

Resolution; Arbitration.

(a) Except as provided in subsection (c), any

dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Los Angeles, California, before a single

arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitrator shall apply California

substantive law. Judgment on the award may be entered in any court of competent jurisdiction. The Parties shall share equally the AAA

and arbitrator fees, with each Party bearing its own attorneys’ fees, except that the arbitrator may award attorneys’ fees

to the prevailing party. (b) The arbitration shall be confidential, except as required by Law. (c) Either Party may seek injunctive relief

in any court of competent jurisdiction to enforce Article XI (Restrictive Covenants) or to preserve the status quo pending arbitration.

Section 16.4 Waiver

of Jury Trial.

To the fullest extent permitted by Law, each Party

irrevocably waives any right to a jury trial in any litigation arising out of this Agreement.

Section 16.5 Assignment.

No Party may assign this Agreement without the

prior written consent of the other Parties; provided, that Buyer may assign its rights (but not its obligations) to (i) a wholly-owned

Affiliate of Buyer or (ii) a successor by merger, consolidation, or sale of all or substantially all of its assets, without the Sellers’

consent. No assignment relieves Buyer of its obligations.

Section 16.6 No

Third-Party Beneficiaries.

Except for the Buyer Indemnified Parties (with

respect to Article IX), this Agreement is solely for the benefit of the Parties and their permitted assigns.

Section 16.7 Entire

Agreement.

This Agreement (including the Disclosure Schedule,

Schedules, and Exhibits), together with the Ancillary Agreements, constitutes the entire agreement of the Parties on its subject matter,

and supersedes all prior understandings, including the MOU (except provisions that by their terms survive).

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Section 16.8 Amendment;

Waiver.

This Agreement may be amended only by a written

instrument signed by each Party. No waiver shall be effective unless in writing and signed by the waiving Party. No failure or delay in

exercising any right shall operate as a waiver.

Section 16.9 Severability.

If any provision is held invalid or unenforceable,

the remaining provisions shall remain in effect, and the Parties shall negotiate in good faith to replace the invalid provision with an

enforceable one giving effect to their original intent.

Section 16.10 Counterparts;

Electronic Signatures.

This Agreement may be executed in counterparts,

each of which is an original and which together constitute one instrument. Counterparts delivered by email (including .pdf or any signature

compliant with the ESIGN Act) shall be valid and binding.

Section 16.11 Expenses.

Except as expressly provided otherwise, each Party

shall bear its own costs and expenses incurred in connection with this Agreement and the Acquisition.

Section 16.12 Specific

Performance.

The Parties acknowledge that monetary damages

would not be a sufficient remedy for any breach. In addition to any other remedy, the non-breaching Party may seek specific performance

and other equitable relief without posting a bond or proving actual damages.

Section 16.13 Construction.

The Parties have participated jointly in drafting

this Agreement, and no presumption shall arise favoring or disfavoring any Party based on authorship.

Section 16.14 Schedules

and Exhibits.

The Schedules and Exhibits are incorporated by

reference. Any matter disclosed in one section of the Disclosure Schedule is deemed disclosed in any other section to which its relevance

is reasonably apparent on its face.

[SIGNATURE PAGE FOLLOWS]

Page 39 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

SIGNATURE

PAGE TO STOCK PURCHASE AGREEMENT

WITNESS WHEREOF, the Parties have caused this Stock Purchase Agreement to be executed and delivered as of the Effective Date first written

above.

BUYER:

LINKHOME HOLDINGS INC.

By:

/s/ Zhen (Bill) Qin

Name:

Zhen

(Bill) Qin

Title:

Chief Executive Officer

Date:

5/8/2026

COMPANY:

CONSTANT INVESTMENTS, INC. d/b/a Mortgage One Group

By:

/s/

Jun Choi

Name:

Jun

Choi

Title:

President

Date:

5/8/2026

SELLERS:

By:

/s/

Jun Choi

Name:

Jun

Choi

Capacity:

Individually and as Shareholder of Constant Investments, Inc. d/b/a Mortgage One Group

Date:

5/8/2026

By:

/s/

Richard Tak

Name:

Richard

Tak

Capacity:

Individually and as Shareholder of Constant Investments, Inc. d/b/a Mortgage One Group

Date:

5/8/2026

Page 40 of 41

Stock Purchase Agreement — Linkhome / Mortgage One Group

LIST

OF SCHEDULES AND EXHIBITS

The

following Schedules and Exhibits are referenced in, and form part of, this Agreement. The Disclosure Schedule shall be organized by Section

number, with each subsection of Article V keyed to its corresponding rep.

Schedule

1.1(a) — Permitted Ordinary Course Warehouse Line Borrowings

Schedule

1.1(b) — Key Personnel

Schedule

2.2 — Allocation of Purchase Price Among Sellers

Schedule

4.6(d) — Form of Pre-Cut-Off Statement

Disclosure

Schedule — Sellers’ disclosures keyed to Sections 5.1 through 5.21 (consolidated)

Schedule

5.22 — Description of Disclosed EDD Matter (parties, status, exposure)

Schedule

16.1 — Notice Addresses

Exhibit

A — Form of Consulting Agreement

Exhibit

B — Form of Restrictive Covenant Agreement

Page 41 of 41

EX-10.2 — AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, DATED MAY 12, 2026, BY AND AMONG LINKHOME HOLDINGS INC., CONSTANT INVESTMENTS, INC. AND JUN CHOI AND RICHARD TAK

EX-10.2

Filename: ea029030501ex10-2.htm · Sequence: 3

Exhibit 10.2

AMENDMENT NO. 1

TO STOCK PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”),

dated as of May 12, 2026, is entered into by and among Linkhome Holdings Inc. (“Buyer”), Constant Investments,

Inc. d/b/a Mortgage One Group (the “Company”), and Jun Choi and Richard Tak (the “Sellers”),

and amends the Stock Purchase Agreement dated as of May 8, 2026 among the same parties (the “Agreement”). Capitalized

terms used but not defined herein have the meanings given in the Agreement.

RECITALS

The parties wish to extend the Closing and therefore

agree as follows:

1. AMENDMENTS

1.1 Closing Date. The definition of “Closing

Date” in Section 1.1, and the Target Closing Date in Section 4.1(a), are amended so that the Parties shall use commercially reasonable

efforts to cause the Closing to occur on July 1, 2026.

1.2 Cut-Off Time. The definition of “Cut-Off

Time” in Section 1.1 is amended to 11:59 p.m. Pacific Time on July 1, 2026 (or, if the Closing Date is later, 11:59 p.m.

Pacific Time on the Closing Date).

1.3 Effective Time. The definition of “Effective

Time” in Section 1.1, and Section 4.1(b), are amended to 12:00 a.m. Pacific Time on July 2, 2026 (or, if the Closing Date

is later than July 1, 2026, the calendar day immediately following the Closing Date). From the Effective Time, the Shares vest in Buyer

and operational and economic ownership of the Business passes to Buyer.

1.4 Conforming Changes. All references

in the Agreement and its Schedules, Exhibits, and Ancillary Agreements to (a) “May 31, 2026” as the Target Closing Date or

Cut-Off Time date are deemed to refer to “July 1, 2026,” and (b) “June 1, 2026” as the Effective Time date are

deemed to refer to “July 2, 2026.” Any “outside date” in Article X falling on or before July 1, 2026 is extended

by thirty (30) days. The Earnout Period, Lock-Up Period, Restricted Period, and Transition Period all run from the new Closing Date.

1.5 Bring-Down. The representations, warranties,

and pre-closing covenants in Articles V, VI, and VII are brought down to the extended Closing Date.

2. MISCELLANEOUS

2.1 Ratification. Except as expressly amended

hereby, the Agreement remains in full force and effect. In the event of any conflict, this Amendment controls.

2.2 No Financing Condition. Completion

of Buyer’s second-round financing is not a condition to the Sellers’ obligations to close, and the Sellers have no liability

for its completion or non-completion.

2.3 Governing Law; Counterparts. The governing-law,

venue, and dispute-resolution provisions of the Agreement apply to this Amendment. This Amendment may be executed in counterparts, including

by electronic signature.

[Signature page follows.]

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed

this Amendment as of the date first written above.

BUYER:

LINKHOME HOLDINGS INC.

By:

/s/ Zhen (Bill) Qin

Name:

Zhen (Bill) Qin

Title:

Chief Executive Officer

COMPANY:

CONSTANT INVESTMENTS, INC. d/b/a Mortgage

One Group

By:

/s/ JUN CHOI

Name:

JUN CHOI

Title:

President

SELLERS:

/s/ JUN CHOI

JUN CHOI, individually

/s/ RICHARD TAK

RICHARD TAK, individually

EX-99.1 — PRESS RELEASE DATED MAY 12, 2026

EX-99.1

Filename: ea029030501ex99-1.htm · Sequence: 4

Exhibit 99.1

Linkhome Holdings Inc. Enters Definitive

Agreement to Acquire Mortgage One Group

IRVINE, Calif, May 12, 2026 (GLOBE NEWSWIRE)

-- Linkhome Holdings Inc. (the “Company” or “Linkhome”) (Nasdaq: LHAI), an AI-driven real estate

and fintech platform, today announced that it has entered into a definitive agreement to acquire 100% of the equity interests of Constant

Investments, Inc., doing business as Mortgage One Group, a full-service mortgage lending company with operations across multiple

U.S. states. Subject to customary closing conditions, the transaction is subject to customary closing conditions, and is expected to

close on or before July 1,2026.

This acquisition is expected to combine Mortgage

One Group’s licensed lending infrastructure with Linkhome’s proprietary AI capabilities, with the goal of building one of

the technology industry’s most integrated AI-powered platforms for real estate, mortgage origination, and consumer home financing.

Mortgage One Group operates through eight branch

offices, holds mortgage lending licenses in 18 U.S. states (including eight currently active state licenses), has a team of approximately

30 loan officers and nine loan managers, and currently has an $18 million warehouse line of credit.

By bringing together Mortgage One Group’s

established lending platform with Linkhome’s AI technology stack, Linkhome aims to deliver a faster, more transparent, and more

scalable mortgage experience for homebuyers across the United States. Following the closing of the proposed transaction, Linkhome intends

to deploy its proprietary AI across loan processing, underwriting assistance, borrower communication, and operational automation, with

the goal of reducing friction throughout the home financing journey.

Building on Mortgage One Group’s

existing 18-state license portfolio and eight active state licenses, Linkhome plans to apply for additional state licenses following the

closing, with the long-term objective of expanding mortgage and housing finance operations nationwide. The combined platform is also intended

to accelerate the nationwide rollout of Linkhome’s AI-powered Cash Offer and Buy Before Sell programs, which are designed to help

homebuyers improve purchasing power and reduce financing-related delays in competitive housing markets. Together, these initiatives are

expected to advance Linkhome’s long-term strategy of building a unified AI-powered platform across real estate brokerage, mortgage

origination, and consumer financial technology.

“This is a defining moment in

Linkhome’s journey to redefine how Americans buy, sell, and finance their homes,” said Zhen (Bill) Qin, Chief Executive Officer

of Linkhome. “Mortgage One Group brings us a talented team, an established multi-state lending platform, and a foundation we believe

is well-suited for the AI-driven future of housing finance.”

“By combining Mortgage One Group’s

lending capabilities with Linkhome’s AI technology, we expect to deliver a faster, smarter, and more transparent mortgage experience

— and to bring our Cash Offer and Buy Before Sell programs to homebuyers across the country,” Mr. Qin added. “We are

committed to helping more Americans achieve the dream of homeownership.”

Additional information regarding the transaction

will be set forth in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (SEC).

Integration planning is currently underway, and

the Company intends to provide further updates following the closing of the transaction.

About Linkhome Holdings Inc.

Linkhome Holdings Inc. (Nasdaq: LHAI)

is an AI-driven real estate and fintech company focused on integrating artificial intelligence with real estate transactions, mortgage

services, and financial technology solutions. The Company provides AI-powered property search tools, real estate brokerage services, transaction

solutions, and technology-enabled financial services across the United States. For more information, visit www.linkhome.com.

About Mortgage One Group

Constant Investments, Inc., doing business

as Mortgage One Group, is a U.S. mortgage lending company operating through eight branch offices, with mortgage lending licenses in 18

states (including eight currently active state licenses), a team of approximately 30 loan officers and nine loan managers, and an $18

million warehouse line of credit. For more information, visit www.mtgog.com.

Forward-Looking Statements

This press release contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words

such as “may,” “will,” “expect,” “intend,” “plan,” “believe,”

“anticipate,” “estimate,” “project,” “target,” “goal,” “potential,”

“strategy,” and similar expressions, or the negative thereof.

These statements include, but are not

limited to, statements regarding the expected closing and operational effectiveness of the proposed acquisition; anticipated benefits,

synergies, and opportunities of the transaction; integration plans and timing; expectations regarding the deployment and impact of artificial

intelligence in mortgage operations; the nationwide expansion of Linkhome’s housing finance programs, including its Cash Offer and

Buy Before Sell programs; planned applications for additional state mortgage licenses; and the future business, financial condition, and

operating results of Linkhome and the combined company.

Forward-looking statements are based on

management’s current expectations and assumptions, are not guarantees of future performance, and are subject to known and

unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks

include, among others: the failure to satisfy the conditions to closing of the proposed acquisition; the failure to obtain required

regulatory or third-party approvals or consents; risks related to the integration of Mortgage One Group and the realization of

anticipated benefits; potential disruption of Linkhome’s or Mortgage One Group’s respective businesses; the loss of key

personnel or loan officers; legal, regulatory, and licensing risks affecting mortgage lending operations; changes in mortgage

interest rates, housing market conditions, and the broader economy; the Company’s ability to develop and deploy AI

technologies effectively; competition; cybersecurity and data privacy risks; and other risks described in Linkhome’s filings

with the SEC, including those discussed under “Risk Factors” in its Annual Report on Form 10-K and subsequent reports

filed with the SEC.

There can be no assurance that the proposed acquisition

will be completed on the anticipated terms, on the anticipated timeline, or at all. Forward-looking statements speak only as of the date

of this press release, and Linkhome undertakes no obligation to update or revise any forward-looking statement, whether as a result of

new information, future events, or otherwise, except as required by law.

Contacts

Investor Relations

Linkhome Holdings

Inc.

Email: Ir@linkhome.com

Phone: (800) 680-9158

Website: www.linkhome.com

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