STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2016, is made by and
between ACTIVE WITH ME, Inc. a Nevada corporation (“Seller”), and each of the individuals listed under the
heading “Buyers” on the signature page hereto (collectively, “Buyers”).
RECITALS
A.
Seller owns all of the issued and outstanding shares of common stock $0.001 par value per
share (the “Shares”) of ACTIVE WITH ME HOLDINGS, INC., a Delaware corporation (the “Company”), which
Shares constitute, as of the date hereof, all of the issued and outstanding capital stock of the Company.
B.
Buyers hold 1,500,000 shares of common stock, $0.001 par value per share, of Seller (the
“Purchase Price Shares”), and Buyers have agreed to transfer such shares back to Seller for cancellation (the
“Repurchase”).
C.
In connection with the Repurchase, Buyers wish to acquire from Seller, and Seller wishes to
transfer to Buyers, the Shares, upon the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:
1.
Purchase and Sale of Stock.
(a)
Purchased Shares. Subject to the terms and conditions provided below, Seller shall sell
and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as deﬁned in Section 1(c)),
all of the Shares.
(b)
Purchase Price. The purchase price for the Shares shall be the transfer and delivery by
Buyers to Seller of the Purchase Price Shares, deliverable as provided in Section 2(b).
(c)
Closing. The closing of the transactions contemplated in this Agreement (the “Closing”)
shall take place as soon as practicable following the execution of this Agreement. The date on which the
Closing occurs shall be referred to herein as the Closing Date (the “Closing Date”).
