XFIT
BRANDS, INC.


 


STOCK
PURCHASE AGREEMENT


 


This
Stock Purchase Agreement (“Agreement”) is made as of June 26, 2015, but is only effective as of the date of
acceptance of the “Purchaser Signature Page” by and between XFit Brands, Inc., a Nevada corporation (the “Company”)
and Yayu General Machinery Co., LTD (the “Purchaser”).


 


R
E C I T A L S


 


A.
The Company desires to obtain manufacturing credit from the Purchaser in order to manufacture for the Company certain Fitness
and Combat Sports equipment (“Fitness and Combat Sports Equipment”) of the Company, as listed on Exhibit A.


 


B.
In order to obtain such credit, the Company is offering 40,000 shares (the “Shares”) of the Company’s
common stock (the “Common Stock”) on the terms and subject to the conditions set forth herein. 


 


AGREEMENT


 


It
is agreed as follows:


 


1.
CONSIDERATION. In reliance upon the representations and warranties of the Company and the
Purchaser contained herein and subject to the terms and conditions set forth herein, at Closing, the Purchaser shall purchase,
and the Company shall sell and issue to the Purchaser the Shares for a purchase price of $5.00 per share, or $200,000.00 (the
“Purchase Price”). The Purchase Price shall be in the form of a vendor
credit of $200,000.00 in favor of the Company (the “Vendor Credit”).
The Company can use all or part of the Vendor Credit at any time and from time to time until the Vendor Credit is exhausted.


 


As
additional consideration, the Purchaser agrees that it will manufacture Fitness and Combat Sport Equipment exclusively for the
Company so long as the Company has ordered any Fitness and Combat Sport Equipment through the Purchaser in any trailing twelve
(12) month period.


 


2.
CLOSING.


 


2.1
Date and Time. The closing of the sale of the Shares contemplated by this Agreement (the “Closing”)
shall take place at the offices of the Company concurrently herewith.


 


2.2
Deliveries by Purchaser. Purchaser shall deliver the following on or before the Closing:


 


2.2.1
a completed and executed Purchaser Signature Page


 




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2.2.2
a statement of account evidencing the issuance of the Vendor Credit to the Company in the amount of the Purchase Price.


 


2.3
Deliveries by Company. The Company shall deliver the following at Closing:


 


2.3.1
a completed and executed copy of this Agreement


 


2.3.2
the certificate(s) representing the Shares purchased by Purchaser, with each such Share being in definitive form and registered
in the name of the Purchaser’s Nominee, Li Mao as set forth on the Purchaser Signature Page (or, in the alternative, evidence
that the Shares have been issued in book-entry form) against delivery to the Company by the Purchaser of the items set forth in
paragraph 2.2 above.


 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


As
a material inducement to the Purchaser to enter into this Agreement and to purchase the Shares, the Company represents and warrants
that the following statements are true and correct in all material respects as of the date hereof and will be true and correct
in all material respects at Closing, except as expressly qualified or modified herein.


 


3.1
Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Nevada and has full corporate power and authority to enter into and perform its obligations under this
Agreement, and to own its properties and to carry on its business as presently conducted and as proposed to be conducted.


 


3.2
Validity of Transactions. This Agreement, and each document executed and delivered by the Company in connection with the
transactions contemplated by this Agreement, including this Agreement, have been duly authorized, executed, and delivered by the
Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except
as limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws affecting enforcement of creditor’s
rights generally and by general principles of equity.


 


3.3
Valid Issuance of Shares. The Shares have been duly and validly authorized, and, upon issuance will be, validly issued,
fully paid, and nonassessable. The Shares, upon issuance, are, or will be, free and clear of any security interests, liens, claims,
restrictions, adverse claims, or other encumbrances, other than restrictions upon transfer under federal and state securities
laws.


 


3.4
No Violation. The execution, delivery, and performance of this Agreement has been duly authorized by the Company’s
Board of Directors and will not violate any law or any order of any court or government agency applicable to the Company, as the
case may be, or the Articles of Incorporation or Bylaws of the Company.


 




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3.5
SEC Reports and Financial Statements.


 


3.5.1
The Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of exhibits) of each
report, registration statement, and definitive proxy statement filed by the Company with the United States Securities and Exchange
Commission (“SEC”) since November 26, 2014 (collectively, with all information incorporated by reference therein
or deemed to be incorporated by reference therein, the “SEC Reports”). As of the time it was filed with
the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each
of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended
(the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”); and
(ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading.


 


3.5.2
The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the
published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent
basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of
unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes
and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material
in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated
subsidiaries as of the respective dates thereof and the consolidated results of operations of the Company and its consolidated
subsidiaries for the periods covered thereby. All adjustments considered necessary for a fair presentation of the financial statements
have been included.


 


3.6
Securities Law Compliance. Assuming the accuracy of the representations and warranties of Purchaser set forth in Section
4 of this Agreement, the offer, issue, sale and delivery of the Shares will constitute an exempted transaction under the 1933
Act, and registration of the Shares under the 1933 Act is not required. The Company shall make such filings as may be necessary
to comply with the Federal securities laws, which filings will be made in a timely manner.


 


4.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.


 


Purchaser
hereby represents, warrants, and covenants with the Company as follows:


 


4.1
Legal Power. Purchaser has the requisite individual, corporate, partnership, limited liability company, trust, or fiduciary
power, as appropriate, and is authorized, if such Purchaser is a corporation, partnership, limited liability company, or trust,
to enter into this Agreement, to purchase the Shares hereunder, and to carry out and perform its obligations under the terms of
this Agreement.


 




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4.2
Due Execution. This Agreement has been duly authorized, if such Purchaser is a corporation, partnership, limited liability
company, trust or fiduciary, executed and delivered by such Purchaser, and, upon due execution and delivery by the Company, this
Agreement will be a valid and binding agreement of Purchaser.


 


4.3
Access to Information. Purchaser represents that such Purchaser has been given full and complete access to the Company
for the purpose of obtaining such information as such Purchaser or its qualified representative has reasonably requested in connection
with the decision to purchase the Shares. Purchaser represents that it has received and reviewed copies of the SEC Reports. Purchaser
represents that it has been afforded the opportunity to ask questions of the officers of the Company regarding its business prospects
and the Shares, all as Purchaser or Purchaser’s qualified representative have found necessary to make an informed investment
decision to purchase the Shares.


 


4.4
No Material Non-Public Information. Purchaser represents and warrants that he is not aware of any material, non-public
information about the Company.


 


4.5
Restricted Securities.


 


4.5.1
Purchaser has been advised that the Shares have not been registered under the 1933 Act or any other applicable securities laws
and that Shares are being offered and sold pursuant to Section 4(2) of the 1933 Act and/or Rule 506 of Regulation D thereunder,
and that the Company’s reliance upon Section 4(2) and/or Rule 506 of Regulation D is predicated in part on Purchaser representations
as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by
Rule 144 promulgated under the 1933 Act (“Rule 144”). The Shares may not be resold in the absence of an effective
registration thereof under the 1933 Act and applicable state securities laws unless, in the opinion of the Company’s counsel,
an applicable exemption from registration is available.


 


4.5.2
Purchaser represents that it is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment
purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of
the 1933 Act, in a manner which would require registration under the 1933 Act or any state securities laws.


 


4.5.3
Purchaser understands and acknowledges that the Shares, when issued, may bear the following legend:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING JURISDICTION
OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.


 




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4.5.4
Purchaser acknowledges that an investment in the Shares is not liquid and the Shares are transferable only under limited conditions.
Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the 1933 Act
or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144, which permits limited resale
of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the
future, may not become available for resale of the Shares.


 


4.5.5
Purchaser is an “accredited investor” as defined under Rule 501 under the 1933 Act. The representations made by Purchaser
on the Purchaser Signature Page are true and correct.


 


4.6
Purchaser Sophistication and Ability to Bear Risk of Loss. Purchaser acknowledges that it is able to protect its interests
in connection with the acquisition of the Shares and can bear the economic risk of investment in such securities without producing
a material adverse change in such Purchaser’s financial condition. Purchaser, either alone or with such Purchaser’s
representative(s), otherwise has such knowledge and experience in financial or business matters that such Purchaser is capable
of evaluating the merits and risks of the investment in the Shares.


 


4.7
Preexisting Relationship. Purchaser has a preexisting personal or business relationship with the Company, one or more of
its officers, directors, or controlling persons.


 


4.8
Purchases by Groups. Purchaser represents, warrants and covenants that it is not acquiring the Shares as part of a group
within the meaning of Section 13(d)(3) of the 1934 Act.


 


5.
COVENANTS OF THE COMPANY.


 


5.1
Public Filings; Rule 144. With a view to making available to the Purchaser the benefits of Rule 144 and any other rule
or regulation of the SEC that may at any time permit the Purchaser to sell the Shares to the public without registration, the
Company will take all further action as Purchaser may reasonably request, all to the extent required from time to time to enable
Purchaser to sell the Shares of held by it without registration under the 1933 Act within the limitation of the exemption from
registration provided by Rule 144. In furtherance thereof, the Company shall do all of the following:


 


5.1.1
make and keep public information available, as those terms are understood and defined in Rule 144;


 


5.1.2
take such action, including compliance with the reporting requirements of section 13 or 15(d) of the 1934 Act, as is necessary
to enable the Investor to utilize Rule 144;


 




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5.1.3
file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act, the 1934 Act,
and the rules and regulations adopted by the SEC thereunder; and


 


5.1.4
furnish to the Purchaser forthwith upon written request:


 


(1)
a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934
Act (at any time after it has become subject to such reporting requirements);


 


(2)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company;


 


(3)
an opinion of the Company’s counsel that the Shares may be resold in the absence of an effective registration thereof under
the 1933 Act pursuant to Rule 144; and


 


(4)
such other documents as may be reasonably requested in availing the Investor of any rule or regulation of the SEC that permits
the selling of the Shares without registration.


 


6.
MISCELLANEOUS.


 


6.1
Indemnification. Purchaser agrees to defend, indemnify, and hold the Company harmless against any liability, costs or expenses
arising as a result of any dissemination of the Shares by such Purchaser in violation of the 1933 Act or applicable state securities
law.


 


6.2
Governing Law. This Agreement shall be governed by and construed under the laws of the State of California.


 


6.3
Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.


 


6.4
Entire Agreement. This Agreement and the other documents delivered pursuant hereto and thereto, constitute the full and
entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound
to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth
herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties
hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided herein.


 




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6.5
Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent
practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the
parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.


 


6.6
Amendment and Waiver. Except as otherwise provided herein, any term of this Agreement may be amended, and the observance
of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively,
and either for a specified period of time or indefinitely), with the written consent of the Company and the Purchasers, or, to
the extent such amendment affects only one Purchaser, by the Company and such Purchaser. Any amendment or waiver effected in accordance
with this Section shall be binding upon each future holder of any security purchased under this Agreement (including securities
into which such securities have been converted) and the Company.


 


6.7
Notices. All notices and other communications required or permitted hereunder or the Shares shall be in writing and shall
be effective when delivered personally, or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed
by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested) in each case to the appropriate address set forth below:


 


	If
    to the Company: 	XFit
    Brands, Inc.
	 	18
    Goodyear, Suite 125
	 	Irvine,
    California 92618
	 	Attention:
    Chief Executive Officer
	 	 
	If
    to the Purchaser:	At
    the address set forth on the Purchaser’s Signature Page


 


6.8
Faxes, PDFs, and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart
of the Agreement or any exhibit attached hereto by facsimile transmission or in portable document format (“PDF”)
shall be equally as effective as delivery of an executed hard copy of the same. Any party delivering an executed counterpart of
this Agreement or any exhibit attached hereto by facsimile transmission or in PDF shall also deliver an executed hard copy of
the same, but the failure by such party to deliver such executed hard copy shall not affect the validity, enforceability or binding
nature effect of this Agreement or such exhibit.


 


6.9
Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.


 


[Remainder
of page intentionally left blank.]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth on the Purchase Signature Page hereto. 


 


	 	PURCHASER
	 	 
	 	(By
    Counterpart Form - SP Pages)
	 	 
	 	COMPANY
	 	 
	 	XFIT
    BRANDS, INC.
	 	 
	 	By:	/s/
    David E. Vautrin
	 	 	David
    E. Vautrin 
	 	 	Chief
    Executive Officer


 




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PURCHASER
SIGNATURE PAGE


 


The
undersigned Purchaser has read Stock Purchase Agreement dated as of June 26, 2015 and acknowledges that execution of this Purchaser
Signature Page shall constitute the undersigned’s execution of such agreement.


 


I
hereby subscribe for an aggregate of 40,000 Shares and hereby deliver good funds with respect to this subscription for the Shares.


 


I
am a resident of Xiamen, twian, China 361022


 





	Li
    Mao
	Please print above the exact name(s)
    in which the Shares are to be held



  


	My
    address is:	Li
    Mao
	 	46
    W. Apricot Forest Rd.,
	 	Building
    D
	 	Xiamen,
    Fujian, China 361021


 


Executed
this 26th day of June 2015 at Xiamen, Twian, China.


 




    	SP-1



    	 



    

 


INDIVIDUAL


 


	 	 	
	 	 	Name
	 	 	 
	/s/ Li Mao	 	 
	Signature
    (Individual)	 	Street
    address
	 	 	 
	 	 	Address
    to Which Correspondence Should be Directed


 


	/s/
    Li Mao	 	 
	Signature
    (All record holders should sign)	 	City,
    State and Zip Code


 


	 	 	 
	Name(s)
    Typed or Printed	 	Tax
    Identification or Social Security Number
	 	 	 
	 	 	(           )
	 	 	Telephone
    Number


 


	 	 	 
	Name(s)
    Typed or Printed (All recorded holders should sign)	 	 


 




    	SP-2



    	 



    

 


CORPORATION,
PARTNERSHIP, TRUST ENTITY OR OTHER


 


		 	Address
    to Which Correspondence Should be Directed:
	Name
    of Entity	 	


 


		 	
	Type
    of Entity (i.e., corporation, partnership, etc.)	 	Street Address


 


	By:		 	
	 	*Signature	 	Tax
    Identification or Social Security Number


 


	 	 	
	Jurisdiction of
    Formation of Entity	 	City, State and
    Zip Code


 


	 	 	
	Name Typed or
    Printed	 	 


 


	Its:		 	
		Title	 	Telephone
    Number; Fax Number


 


*If
Shares are being subscribed for by an entity, the Certificate of Signatory must also be completed.


 




    	SP-3



    	 



    

 


CERTIFICATE
OF SIGNATORY


 


To
be completed if the Shares are being subscribed for by an entity.


 


I,
Li Mao, am the Secretary of YaYu (the “Entity”).


 


I
certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Stock Purchase Agreement
and to purchase and hold the Shares. The Stock Purchase Agreement has been duly and validly executed on behalf of the Entity and
constitutes a legal and binding obligation of the Entity.


 


IN
WITNESS WHEREOF, I have hereto set my hand this 26th day of June, 2015.


 


	 	/s/
    Li Mao
	 	Signature


 




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	ACCEPTANCE	 
	 	 
	AGREED
    AND ACCEPTED:	 
	 	 
	XFIT
    BRANDS, INC.	 
	 	 
	By:	/s/
    David E. Vautrin	 
	 	David
    E. Vautrin	 
	 	Chief
    Executive Officer	 
	 	 
	Date:
    June 26, 2015	 


 




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EXHIBIT
A


 


LIwST
OF FITNESS AND COMBAT SPORTS EQUIPMENT


 


Training
Cages


 


Boxing
Rings


 


Bag
Racks


 


Training
and Fitness Frames and Accessories (Including but not limited to UTC, CTC, XTC etc.)