Exhibit 10.1


 


[FORM OF]


 


STOCK PURCHASE AGREEMENT


 


This stock purchase
agreement (this “Agreement”) is entered into by and between High Desert Holding Corp., a Nevada corporation
(“Issuer”), and the undersigned purchaser (“Purchaser”) as of the date of acceptance by
the Issuer (the “Effective Date”). Each of Issuer and Purchaser may be referred to hereinafter as a “Party”
or, collectively, as the “Parties”.


 


RECITALS


 


WHEREAS, Issuer has
total authorized capital of Seventy Million (70,000,000) shares of common stock, $0.001 par value (“Common Stock”),
and Five Million (5,000,000) shares of preferred stock, $0.001 par value, its sole classes and series of authorized capital; and


 


WHEREAS, Issuer desires
to issue and sell to Purchaser certain shares of its Common Stock identified below where undersigned (the “Shares”)
for the total purchase price set forth below where undersigned (the “Purchase Price”).


 


NOW, THEREFORE, in
consideration of the mutual promises and agreements herein contained, and certain other good and valuable consideration, the Parties
agree as follows:


 


1.       Recitals.
The foregoing recitals are a material, substantive, and integral part of this Agreement and are enforceable as if hereinafter
restated.


2.       Purchase
and Sale. Contemporaneously with the execution of this Agreement, and subject to Issuer’s transfer agent protocols,
Issuer shall issue, sell, convey, transfer, and deliver to Purchaser one or more stock certificates duly executed for the benefit
of Purchaser, representing the entirety of the Shares.


 


3.       Purchase
Price. Contemporaneously with the execution of this Agreement, Purchaser shall pay the Purchase Price in immediately available
funds to Issuer as the sole monetary consideration for the Shares. Purchaser acknowledges and agrees that failure of Purchaser
to transmit, and Issuer to receive, the full amount of the Purchase Price in immediately available funds shall entitle Issuer
to cancel the sale and transfer of the Shares in their entirety and return any portion of the Purchase Price received by Issuer,
less any reasonable expenses incurred by Issuer in rescinding such sale and transfer.


 


4.       Representations
and Warranties of Issuer. Issuer hereby represents and warrants to Purchaser as of the Effective Date as follows:


 


a.       Authority
to Contract. Issuer has full legal power and authority to execute, deliver, and perform its obligations under this Agreement,
and this Agreement constitutes a legal, valid, and binding obligation of Issuer enforceable against it in accordance with its
terms.


 


 


 






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b.       Other
Agreements. Issuer is not a party to any agreement, written or oral, creating rights of any third party in respect of the
Shares or relating to the voting of the Shares.


 


c.       Status
of Shares. Issuer is the lawful issuer and owner of the Shares, free and clear of all security interests, liens, encumbrances,
and other charges.


 


d.       Brokers.
No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Issuer.


 


5.       Representations
and Warranties of Purchaser. Purchaser hereby represents and warrants to Issuer as of the Effective Date as follows:


 


a.       Authority
to Contract. Purchaser has full legal power and authority to execute, deliver, and perform its obligations under this Agreement,
and this Agreement constitutes a legal, valid, and binding obligation of Purchaser enforceable against it in accordance with its
terms.


 


b.       Due
Diligence. In connection with the purchase of the Shares, Purchaser: (i) has been provided with the opportunity to conduct
any and all due diligence requested or required by Purchaser concerning Issuer and its business, financial condition, and prospects
as Purchaser has determined to be necessary; (ii) has had an opportunity to ask such questions and make such inquiries concerning
Issuer, its business, its financial condition, and its prospects as Purchaser has deemed appropriate; and (iii) has received complete
and satisfactory answers to such questions and inquiries.


 


c.       Independent
Legal Counsel. Purchaser has had a full and complete opportunity to consult with independent legal counsel or other advisers
of its own choosing concerning the terms, enforceability, and implications of this Agreement, and Issuer has not made any representations
or warranties to Purchaser concerning the terms, enforceability, or implications of this Agreement other than as reflected in
this Agreement.


 


d.       Source
of Funds. The funds required to satisfy payment of the Purchase Price to Issuer, and the source or sources of all such funds,
comply with all relevant anti-money laundering laws and regulations, including such United States statutes amended by the USA
PATRIOT Act of 2001 (P.L. 107-56, October 26, 2001) and the regulations administered by the United States Department of Treasury’s
Office of Foreign Assets Control.


 


e.       No
Undisclosed Third Parties to Agreement. Purchaser is acting for itself as the sole purchaser of the Shares pursuant to this
Agreement, and there are no undisclosed third parties to this Agreement.


 


f.       Brokers.
No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser.


 


 


 






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g.       Accredited
Investor. Purchaser is either an “accredited investor” as defined in Rule 501(a) promulgated under the Securities
Act of 1933, as amended, or has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating
the merits and risks of the prospective investment in the Issuer Shares. Purchaser further represents that, by reason of its,
or of its management’s, business and financial experience, Purchaser has the capacity to evaluate the merits and risks of
its investment in the Shares and to protect its own interests in connection with the transactions contemplated in this Agreement.
Purchaser’s financial condition is such that it is able to bear all economic risks of investment in the Shares, including
a complete loss of its investment.


 


h.       No
General Solicitation. Purchaser is not purchasing the Shares as a result of any advertisement, article, notice, or other communication
regarding the Shares, including from any: (i) publication in any newspaper, magazine, or similar media; (ii) broadcast over the
internet, television, radio, or other medium; (iii) presentation at any seminar or other in-person event; or (iv) other general
solicitation or general advertisement.


 


i.       No
Distribution of Shares. Purchaser is acquiring the Shares for investment purposes, with no intention of distributing or reselling
any of the Shares or any interest therein. Purchaser does not presently have any contract, undertaking, agreement, or arrangement
with any entity, organization, or individual to sell or transfer or grant participations in, the Shares to any such entity, organization,
or individual.


 


j.       No
Market Pricing of Shares. Purchaser understands the terms of and risks associated with the acquisition of the Shares, including,
without limitation, a lack of liquidity, price transparency, or pricing availability and the risks associated with the industry
in which Issuer operates.


 


k.       Unregistered
Shares; Resales. Purchaser hereby acknowledges that the Shares have not been and are not registered under the Securities Act
of 1933, as amended, and that the Shares shall not be transferred or sold except: (i) pursuant to the registration provisions
of the Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom; and (ii) in accordance with all other
applicable federal, state, and local securities laws and regulations.


 


6.       Further
Instruments. Each Party agrees to execute and deliver such other and further instruments, and to do such other and further
acts, as may be necessary or desirable to effect the transactions contemplated in this Agreement and carry out the intent and
purpose of this Agreement.


 


7.       Entire
Agreement. This Agreement, together with any accompanying instruments and documents executed contemporaneously herewith, comprise
the full and complete agreement of the Parties with respect to the subject matter hereof and supersedes all prior communications,
understandings, and agreements of the Parties, whether written or oral, expressed or implied, with respect the subject matter
hereof.


 


 


 






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8.       Notices.
All notices under this Agreement will be in writing and will be sent to Issuer at 4755 Caughlin Parkway, Suite A, Reno, Nevada
89519, and to Purchaser at the address set forth where undersigned. All notices to be sent or delivered hereunder shall be deemed
to be given or become effective for all purposes of this Agreement as follows: (i) if delivered in person, when given; (ii) if
sent by mail, when received by the person to whom it is given, unless it is mailed by registered, certified or express mail, in
which case it shall be deemed given or effective on the earlier of the date of receipt or refusal; and (iii) if sent by electronic
mail, facsimile, or other form of electronic transmission, twelve (12) hours after the transmission with proof that it was sent
to the correct electronic mail address, telephone number, or similar address, as the case may be.


 


9.       Costs.
Each Party agrees to pay its own costs, expenses, and attorneys’ fees incurred in connection with this Agreement, including
in the event of any litigation arising out of this Agreement.


 


10.       Opportunity
to Review. The Parties acknowledge and agree that they have had a full and fair opportunity to review, comment, and make compromise
revisions to this Agreement.


 


11.       Choice
of Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without giving
effect to the conflicts of laws principals thereof.


 


12.       Jurisdiction
and Venue. Each Party hereby submits to the jurisdiction and venue of the state and federal courts located in Washoe County,
Nevada, for purposes of any mediation, arbitration, or litigation related to this Agreement.


 


13.       Waiver
of Jury Trial. Each Party hereby waives trial by jury in any action, proceeding, or counterclaim brought by any party hereto
or any beneficiary hereof on any matter whatsoever arising out of or in any way connected with this Note.


 


14.       Severability.
Each provision of this Agreement is severable, and the unenforceability or invalidity of any provision of this Agreement shall
not affect the validity or enforceability of the remaining provisions of this Agreement; provided, however, that each Party shall
use reasonable efforts to give effect to the economic or other intended purpose of any provision that is unenforceable or invalid.


 


15.       Enforceability.
This Agreement shall not be effective or enforceable until executed by each Party set forth below.


 


16.       Counterparts.
This Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed to be an original, but
all of which shall constitute one and the same instrument.


 




17.       Electronic
Signatures. This Agreement may be executed by original, facsimile, and electronic signatures, each of which when affixed shall
be deemed to be an original that is enforceable against the executing Party.


 


 


[Signature Page Follows]


 


 


 






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Stock
Purchase Agreement


 


IN WITNESS WHEREOF,
Purchaser has agreed to the foregoing terms and conditions of this Agreement.


 


	Purchaser:	____________________	Date: _____________________
	 	(Name of Purchaser)	 
	 	 	 
	By:  	____________________	 
	 	(Signature of Authorized Person)	 
	 	 	 
	Name:  	____________________	 
	 	      (Type or Print)	 
	 	 	 
	Title:  	____________________	 
	 	     (Type or Print)	 
	 	 	 
	Address: 	____________________	 
	 	 	 
	 	____________________	 
	 	 	 
	 	____________________	 



 

	State of Residence or Entity Formation:	 
	 	 
	Social Security Number or Tax ID Number:	 



 

	 	Number of Shares*:	 
	 	 	 
	 	Price Per Share:	 
	 	 	 
	 	Total Purchase Price:	 



 

	 	*	All references to “Shares” herein are to the common
    stock, $0.001 par value, of High Desert Holding Corp., a Nevada corporation.


 


Agreed and accepted by Issuer:


 


	By:  	____________________	Date: _____________________
	 	High Desert Holding Corp.	 
	 	 	 
	Name:  	____________________	 
	 	Mark A. Kersey	 
	 	 	 
	Title:  	____________________	 
	 	CEO and President	 




 


 


 


 






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