Exhibit 10.1


 


STOCK
PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is made by and among _________, an individual residing at _______________________
(the “Purchaser”), on the one hand, and MCB Network Corp., a Texas corporation (the “Seller”),
on the other hand, and is effective as of the date on which it is executed by all of the parties hereto.


 


RECITALS


 


WHEREAS,
the Purchaser owns a promissory note in the principal amount of $_____ of the Seller (the “Note”); and


 


WHEREAS,
the Seller owns certain shares of Common Stock of Uplift Nutrition, Inc., a Nevada corporation (the “Company”);
and


 


WHEREAS,
the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, ______ shares of Common Stock
of the Company (the “Shares”), upon the terms and subject to the conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:


 


AGREEMENT


 


	 	1.	Purchase and Sale of Shares.




 


(a)           Purchase
and Sale. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the
Seller shall sell, convey, transfer, assign and deliver to the Purchaser the Shares, free and clear of any and all liens, security
interests and other encumbrances (“Encumbrances”).


 


(b)           Purchase
Price. The purchase price (“Purchase Price”) for the Shares is the Note. The Purchaser shall receive the
Shares in exchange for the Note no later than three (3) business days after the date of the Closing. Purchaser shall deliver the
cancelled Note to the Seller no later than three (3) business days after it receives the Shares from the Seller.


 


2.            Closing.
The closing of the purchase and sale of the Shares contemplated by this Agreement (the “Closing”) shall occur,
and the purchase and sale shall be effective, automatically and without any further action by any party, at 9 a.m., New York City
time, on February 2, 2016.


 




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3.            Seller’s
Representations. The Seller hereby represents and warrants to the Company that the statements contained in this Section
3 are correct and complete as of the date of Seller’s execution hereof and as of the date of the Closing.


 


(a)           Authorization.
This Agreement has been duly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms.


 


(b)           Ownership
of Shares.


 


(i)           The
Seller has good and marketable title to, and owns of record and beneficially, the Shares, free and clear of any and all Encumbrances,
and has full right, power and authority to sell, transfer and deliver the Shares to the Company as contemplated hereby.


 


(ii)          The
Seller is not a party to any agreement with respect to the Shares or any portion thereof, including any agreement that could grant
a proxy or other right to any person or require the Seller to sell, transfer, or otherwise dispose of the Shares or any portion
thereof other than pursuant to this Agreement.


 


(c)           Access
to Information. The Seller has reviewed and evaluated all information necessary to assess the merits and risks of the transactions
contemplated by this Agreement and has had answered to its satisfaction any and all questions regarding such information.


 


4.            Purchaser’s
Representations. The Purchaser represents and warrants to the Seller that the statements contained in this Section 4
are correct and complete as of the date of the Purchaser’s execution hereof and as of the date of the Closing. The Purchaser
has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby
and to perform all of its obligations contained herein. The execution and delivery of this Agreement by the Purchaser and the
consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed
and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms.


 


5.            Further
Assurances. Subject to the terms and conditions provided herein, at any time from and after the Closing, at the request of
the Purchaser or the Seller and without further consideration, the requested party shall promptly execute and deliver such further
agreements, instruments, certificates and documents and perform such other actions as the requesting party may reasonably request
in order to fully consummate the transactions contemplated hereby and carry out the purposes and intent of this Agreement and
any agreements, instruments, certificates and documents delivered hereby.


 


6.           Release
and Indemnification. Effective as of the Closing, the parties under this Agreement are subject to the terms contained in this
Section 6.


 


(a)           The Buyer, on behalf of the Buyer and its heirs, administrators, executors, representatives, beneficiaries, affiliates, successors-in-interest,
agents and assigns (the “Releasing Parties”), hereby remises, releases and forever discharges the Seller and
its representatives, officers, directors, successors-in-interest, agents and assigns (the “Released Parties”),
of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and any
and all claims, demands and liabilities whatsoever of every name and nature, both in law and in equity, against any or all of
the Released Parties, which any or all of the Releasing Parties has, have or ever had, whether known or unknown, from the beginning
of the world until the date hereof; provided, however, that the release contained in this Section 6 shall not preclude
the Buyer from enforcing this Agreement against the Seller.


 




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(b)           The Seller and Purchaser hereby agree to be bound by representations, warranties and covenants contained in certain indemnification
and release agreement of even date herewith annexed as Exhibit A of this Agreement.


 


	 	7.	Miscellaneous.




 


(a)           Survival.
The representations, warranties and covenants contained in this Agreement shall survive and continue in full force and effect
indefinitely following the Closing.


 


(b)           Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made by delivery
in person, by a nationally recognized overnight courier service, by electronic mail or registered or certified mail (postage prepaid,
return receipt requested) to the respective parties hereto at the address set forth above (or at such other address for a party
as shall be specified in a notice given in accordance with this Section 7(b)).


 


(c)           Governing
Law; Venue; Service. This Agreement shall be governed by the laws of the State of New York, without giving effect to any choice
or conflict of law provision or rule. Each of the parties irrevocably consents to the service of any and all process in any action
arising out of or relating to this Agreement by registered or certified mail, return receipt requested. All actions brought against
the parties arising out of or relating to this Agreement, or any obligations hereunder, shall be brought in any state or federal
court of competent jurisdiction in New York, New York.


 


(d)           Entire
Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior written, and prior or contemporaneous oral, agreements and understandings between
the parties with respect to such subject matter. This Agreement may be amended, modified or supplemented only by a written mutual
agreement executed and delivered by the parties hereto.


 


(e)           Counterparts.
This Agreement may be executed in any number of counterparts, each of which when executed, shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument binding upon all of the parties. For purposes of this
Agreement, facsimile signatures (including in .pdf, .jpg or other electronic format) shall be deemed originals.


 


(f)           Severability.
In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by
law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such
instrument.


 




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(g)           Fees
and Expenses. Each party shall be responsible for its own costs, fees and expenses incurred in connection with the preparation,
negotiation, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.


 


(h)           No
Tax or Legal Advice. Each party under this Agreement acknowledges and agrees that neither the other party nor any of its representatives
has provided any tax or legal advice to it with respect to the transactions contemplated by this Agreement and that each party
has had the opportunity to consult its own lawyer and tax advisor regarding the legal and tax consequences of the transaction.


 


(i)           Specific
Performance. The parties agree that if any of the provisions of this Agreement are not performed in accordance with their
specific terms or are otherwise breached, irreparable damage may occur, no adequate remedy at law may exist and damages may be
difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.


 


(j)           No
Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and nothing herein express or implied
shall give or be construed to give to any other person any legal or equitable rights hereunder.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	MCB
    Network Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:


 




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Exhibit
A


 


Release
Agreement


 


 


 5