Stock
Purchase Agreement


 


 


THIS
AGREEMENT is made and entered on 07th August 2015 by and between Arc LifeStyle Group Inc (“Seller”) and
Capital Flows Ltd (“Purchaser”).


 


WITNESSETH:


 


WHEREAS,
the Seller, Arc LifeStyle Group Inc., is the issuer of the capital stock of Arc LifeStyle
Group Inc. (hereinafter referred to as “ARC”), a Florida corporation which has authority to sell 180 Preferred Shares
Series B for $45,000, and


 


WHEREAS,
the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions
hereinafter set forth;


 


NOW,
THEREFORE, in consideration of the mutual covenants and Agreements contained in this Agreement, and in order to consummate the
purchase and the sale of the Corporation’s Stock aforementioned, it is hereby agreed as follows:


 


Purchase
and Sale


Subject
to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell,
convey, transfer, and deliver to the Purchaser certificates representing all such stock, and the Purchaser shall purchase from
the Seller the Corporation’s Stock in consideration of the purchase price set forth in this Agreement. The certificates
representing the Corporation’s Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers
duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary
transfer tax stamps affixed thereto at the expense of the Seller.


 


Amount
and Payment of Purchase Price


		(a)	Consideration



As
total consideration for the purchase and sale of the Corporation’s Stock, pursuant to this Agreement, the Purchaser shall
pay to the Seller the sum of $45,000, such total consideration to be referred to in this Agreement as the “Purchase Price”.


 



    	 	1	 



    	 



    




		(b)	Payment



The
Purchase Price shall be paid as follows:


 


		 	i.        
                                         The sum of $45,000 to be delivered to Seller upon execution of this Agreement or such
                                         other date and time as the parties hereto may otherwise agree.



 


Representations
and Warranties of Seller


Seller
hereby warrants and represents:


 


		(a)	Organization
                                         and Standing



The
Seller is a stockholder and record owner of the issued and outstanding shares of the capital stock of the Corporation, which is
a corporation duly organized, validly existing and in good standing under the laws of the State of Florida has the corporate power
and authority to carry on its business as it is now being conducted.


 


		(b)	Restrictions
                                         on Stock



 


		 	i.        
                                         Seller is the lawful owner of the Stock, free and clear of all security interests, liens,
                                         encumbrances, equities and other charges.
	 	 	 
	 	 	ii.        
                                         There are no existing warrants, options, stock purchase agreements, redemption agreements,
                                         restrictions of any nature, calls or rights to subscribe of any character relating to
                                         the stock, nor are there any securities convertible into such stock.



 


Representations
and Warranties of Seller and Purchaser


Seller
and Purchaser hereby represent and warrant that there has been no act or omission by Seller and Purchaser which would give rise
to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee, or other like payment in
connection with the transactions contemplated hereby.


 


General
Provisions


		(a)	Entire
                                         Agreement



This
Agreement (including any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all
prior agreement sand understandings, oral and written, between the parties hereto with respect to the subject matter hereof.


 



    	 	2	 



    	 



    




		(b)	Sections
                                         and Other Headings 



The
section and other headings contained in the Agreement are for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.


 


		(c)	Governing
                                         Law



This
Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws
of the State of Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof,
the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses,
whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.


 


IN
WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.


 





	SELLER:	 	 
	 	 	 
	 	 	 
	/s/
    Carlos López Martínez	 	 
	Carlos López Martínez	 	 
	CEO – Arc LifeStyle Group Inc	 	 
	Date: 08/07/2015	 	 
	 	 	 
	 	 	 
	PURCHASER:	 	 
	 	 	 
	 	 	 
	/s/
    Xiaolan Wang	 	 
	Xiaolan Wang	 	 
	CEO – Capital Flows Ltd	 	 
	Date: 08/07/2015	 	 



 



    	 	3