Exhibit 10.1


 


Stock
Sale Agreement


 


 


This Agreement, entered
into effective the 18th day of December 2016, is by and between Henry E. Baldenegro, an individual (the “Buyer”)
and Creative Medical Health, Inc., a Delaware corporation (the “Seller”).


 


RECITALS:


 


WHEREAS, Seller
is the legal and beneficial owner of 3,412,731 shares (the “Shares”) of common stock of Creative Medical Technology
Holdings, Inc., a Nevada corporation (the “Issuer”);


 


WHEREAS, Buyer
is desirous to sell the Shares to the Seller and Buyer is willing to purchase the Shares from the Seller; and


 


NOW, THEREFORE,
in consideration of the mutual terms and conditions hereof, the parties hereto agree as follows:


 


1.            Sale
of Stock. Seller and Buyer agree that for and in consideration of $3,412.73 from the Buyer, the Seller hereby bargains, sells,
assigns, conveys and transfers to Buyer all right, title, and interest in and to the Shares. Seller hereby irrevocable authorizes
the transfer agent for the Issuer to transfer the Shares from the Seller to the Buyer and to forward to the Buyer a stock certificate
representing the Shares to the address set forth in this Agreement.


 


2.             Representations
and Warranties of Buyer. The Buyer hereby represents and warrants to Seller as follows:


 


2.1       Restricted
Securities. The Buyer understands that the Seller is an affiliate of the Issuer, that the Shares have not been registered pursuant
to the Securities Act, or any state securities act, and that the Shares are thus “restricted securities” as defined
in Rule 144 promulgated by the Securities and Exchange Commission (the “SEC”). Therefore, under current interpretations
and applicable rules, he will have to retain the Shares for a period of at least one year from the date of this Agreement and at
the expiration of such one year period his sales will be confined to brokerage transactions of limited amounts requiring certain
notification filings with the SEC and such disposition may be available only if the Issuer is current in its filings with the SEC
under the Exchange Act, or other public disclosure requirements. Accordingly, the undersigned hereby acknowledges that he is prepared
to hold the Shares for an indefinite period.


 


2.2       Accredited
Investor. The Buyer is an “accredited investor” in that Buyer is (i) a natural person whose individual net worth,
or joint net worth with Buyer’s spouse, (excluding the value of the individual’s primary residence) exceeds $1,000,000;
or (ii) a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income
with Buyer’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income
level in the current year.


 






     


     


    

 


2.3       Investment
Purpose. The Buyer acknowledges that the Shares are being purchased for his own account, for investment, and not with the present
view towards the distribution, assignment, or resale to others or fractionalization in whole or in part. The Buyer further acknowledges
that no other person has or will have a direct or indirect beneficial or pecuniary interest in the Shares.


 


2.4       Limitations
on Resale; Restrictive Legend. The Buyer acknowledges that he will not sell, assign, hypothecate, or otherwise transfer any
rights to, or any interest in, the Shares except (i) pursuant to an effective registration statement under the Securities Act,
or (ii) in any other transaction which, in the opinion of counsel acceptable to the Issuer, is exempt from registration under the
Securities Act, or the rules and regulations of the SEC thereunder. The Buyer also acknowledges that an appropriate legend will
be placed upon each of the certificates representing the Shares stating that the Shares have not been registered under the Securities
Act and setting forth or referring to the restrictions on transferability and sale of the Shares.


 


2.5       Information.
The Buyer has been furnished (i) with all requested materials relating to the business, finances, and operations of the Issuer;
(ii) with information deemed material to making an informed investment decision; and (iii) with additional requested information
necessary to verify the accuracy of any documents furnished to the Buyer by the Issuer. Such person has been afforded the opportunity
to ask questions of the Issuer and its management and to receive answers concerning the terms and conditions of this transaction.


 


2.6       Documents.
The Buyer has had access to each and every document filed by the Issuer with the SEC available on the website of the SEC at www.sec.gov.
The Buyer has relied upon the information contained therein and has not been furnished any other documents, literature, memorandum,
or prospectus.


 


2.7       Knowledge
and Experience in Business and Financial Matters. The Buyer has such knowledge and experience in business and financial matters
that he is capable of evaluating the risks of the prospective investment, and that his financial capacity is of such proportion
that the total cost of his commitment in the Shares would not be material when compared with his total financial capacity.


 


2.8       No
Advertisements. The Buyer is not entering into this Agreement as a result of or subsequent to any advertisement, article, notice,
or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented
at any seminar or meeting.


 


2.9       Relationship
to Company. The Buyer has a significant preexisting personal or business relationship with the Seller.


 


3.             Representations
and Warranties of Seller. The Seller hereby represents and warrants to the Buyer as follows:


 


3.1       Affiliate
Status. The Seller is an affiliate of the Issuer as defined in Rule 144.


 


3.2       Ownership
of Shares. The Seller is the record and beneficial owner and holder of the Shares and such Shares are owned free and clear
of all liens, encumbrances, charges and assessments of every nature and subject to no restrictions with respect to transferability.


 


3.3       Power
and Authority. The Seller has full power and authority to dispose, assign, and transfer the Shares in accordance with the terms
hereof.


 






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3.4       No
Outstanding Commitments. Except for this Agreement, there are no outstanding options, contracts, calls, commitments, agreements
or demands of any character relating to the Shares.


 


4.             Miscellaneous.


 


4.1       Default.
Should any party to this Agreement default in any of the covenants, conditions, or promises contained herein, the defaulting party
shall pay all costs and expenses, including a reasonable attorney’s fee, which may arise or accrue from enforcing this Agreement,
or in pursuing any remedy provided hereunder.


 


4.2       Entire
Agreement. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter
hereof and supersedes all negotiations, representations, prior discussions, letters of intent, and preliminary agreements between
the parties hereto relating to the subject matter of this Agreement.


 


4.3       Interpretation
of Agreement. This Agreement shall be interpreted and construed as if equally drafted by all parties hereto.


 


4.4       Survival
of Covenants, Etc. All covenants, representations, and warranties made herein to any party, or in any statement or document
delivered to any party hereto, shall survive the making of this Agreement and shall remain in full force for a period of two years
from the date of this Agreement.


 


4.5       Further
Action. The parties hereto agree to execute and deliver such additional documents and to take such other and further action
as may be required to carry out fully the transactions contemplated herein.


 


4.6       Full
Knowledge. By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions
of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has
freely agreed to be bound by the terms and conditions of this Agreement.


 


4.7       Headings.
The descriptive headings of the various sections or parts of this Agreement are for convenience only and shall not affect the meaning
or construction of any of the provisions hereof.


 


4.8       Counterparts.
This Agreement may be executed in two or more partially or fully executed counterparts, each of which shall be deemed an original
and shall bind the signatory, but all of which together shall constitute but one and the same instrument.


 


4.9       Governing
Law. This Agreement and the rights and duties of the parties hereto shall be construed and determined in accordance with the
laws of the State of Arizona, and any and all actions to enforce the provisions of this Agreement, shall be brought in a court
of competent jurisdiction in the State of Arizona and in no other place.


 


SIGNATURE PAGE FOLLOWS


 






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SIGNATURE PAGE


 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement the day and year first above written.


 





 





	 	 	CREATIVE MEDICAL HEALTH, INC.
	 	 	 
	 	 	 
	SELLER:	 	/s/Timothy
    Warbington
	 	 	By: Timothy Warbington
	 	 	Its: Chief Executive Officer
	 	 	 
		Address:	2017 W Peoria Avenue
		 	Phoenix,
    AZ 85029
	 	 	 
	 	 	 
	 	 	 
	BUYER:	 	/s/
    Henry E. Baldenegro
	 	 	Henry E. Baldenegro
	 	 	 
	 	Address:	2332 East Bishop Drive
		 	Tempe, Arizona 85282







 






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