Exhibit 10.1


 


COMMON STOCK REPURCHASE AGREEMENT


 


THIS COMMON STOCK REPURCHASE AGREEMENT (the
“Agreement”) is entered into as of July 29, 2015 by and between Motivating the Masses, Inc., a Nevada corporation
(the “Company”), and Steven Corso (the “Stockholder”).


 


RECITALS


 


WHEREAS, the Stockholder is the holder of
1,500,000 shares of the Company’s common stock (the “Common Stock”); and


 


WHEREAS, the Stockholder desires to sell,
and the Company desires to repurchase, shares of Common Stock (the “Shares”) on the terms and subject to the
conditions set forth in this Agreement (the “Repurchase”).


 


NOW, THEREFORE, in consideration of the
promises, covenants and agreements herein contained, the parties agree as follows:


  


AGREEMENT


 


SECTION 1. REPURCHASE OF SHARES.


 


1.1 Repurchase. At the Closing (as
defined below), the Company hereby agrees to repurchase from the Stockholder, and the Stockholder hereby agrees to sell, assign
and transfer to the Company, all of the Stockholder’s right, title and interest in and to the Shares for an aggregate repurchase
price of $150 (the “Repurchase Amount”). Upon the execution of this Agreement, the Stockholder shall execute
an Assignment Separate from Certificate, in the form attached hereto as Exhibit A (the “Stock Assignment”),
and at the Closing shall deliver the Stock Assignment and the stock certificate representing the Shares (or an affidavit of lost
certificate in lieu of the stock certificate representing the Shares). Upon consummation of this Agreement, the Company shall cancel
such stock certificate and shall issue a new stock certificate to the Stockholder representing the balance of the Stockholder’s
unpurchased shares. The Repurchase Amount shall be paid by cash, check, or wire transfer of immediately available funds to an account
or accounts to be designated by the Stockholder.


 


1.2 Closing. The closing of the Repurchase
(the “Closing”) shall take place at the offices of the Company on the date hereof, or at such other time and
place as the parties hereto shall mutually agree.


 


1.3 Termination of Rights as the Stockholder.
Upon payment of the Repurchase Amount, the Shares shall cease to be outstanding for any and all purposes, and the Stockholder shall
no longer have any rights as a holder of the Shares, including any rights that the Stockholder may have had under the Company’s
Certificate of Incorporation or otherwise.


 


1.4 Withholding Rights. The Company
shall be entitled to deduct and withhold from the Repurchase Amount such amounts as it may be required to deduct and withhold with
respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of foreign, state
or local tax law. To the extent that amounts are so withheld by the Company, such withheld amounts shall be treated for all purposes
of this Agreement as having been paid to the Stockholder.


 






     


     


    




 


SECTION 2. REPRESENTATIONS AND WARRANTIES.


 


In connection with the transactions provided
for hereby, the Stockholder represents and warrants to the Company as follows:


 


2.1 Ownership of Shares. The Stockholder
has good and marketable right, title and interest (legal and beneficial) in and to all of the Shares, free and clear of all liens,
pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon paying for the Shares in accordance with
this Agreement, the Company will acquire good and marketable title to the Shares, free and clear of all liens, pledges, security
interests, charges, claims, equity or encumbrances of any kind.


 


2.2 Authorization. The Stockholder
has all necessary power and authority to execute, deliver and perform the Stockholder’s obligations under this Agreement
and all agreements, instruments and documents contemplated hereby and to sell and deliver the Shares being hereunder, and this
Agreement constitutes a valid and binding obligation of the Stockholder.


 


2.3 No Conflict. The execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach by the Stockholder
of, or constitute a default by the Stockholder under, any agreement, instrument, decree, judgment or order to which the Stockholder
is a party or by which the Stockholder may be bound.


 


2.4 Experience and Evaluation. By
reason of the Stockholder’s business or financial experience or the business or financial experience of the Stockholder’s
professional advisers who are unaffiliated with the Company and who are not compensated by the Company, the Stockholder has the
capacity to protect the Stockholder’s own interests in connection with the sale of the Shares to the Company, The Stockholder
is capable of evaluating the potential risks and benefits of the sale hereunder of the Shares. The Stockholder is an “Accredited
Investor” and was an “Accredited Investor” at the time the Investor acquired the Shares from the Company.


 


2.5 Access to Information. The Stockholder
has received all of the information that the Stockholder considers necessary or appropriate for deciding whether to sell the Shares
hereunder and perform the other transactions contemplated hereby. The Stockholder further represents that the Stockholder has had
an opportunity to ask questions and receive answers from the Company regarding the business, properties, prospects and financial
condition of the Company and to seek from the Company such additional information as the Stockholder has deemed necessary to verify
the accuracy of any such information furnished or otherwise made available to the Stockholder by or on behalf of the Company.


 


2.6 No
Future Participation. The Stockholder acknowledges that the Stockholder will have no future participation in any Company
gains, losses, profits or distributions with respect to the Shares. If the Shares increase in value by any means, or if
the Company’s equity becomes freely tradable and increases in value, the Stockholder acknowledges that the Stockholder
is voluntarily forfeiting any opportunity to share in any resulting increase in value from the Shares.


 






     


     


    

 


2.7 Tax matters.
The Stockholder has had an opportunity to review with the Stockholder’s tax advisers the federal, state, local and foreign
tax consequences of the Repurchase and the transactions contemplated by this Agreement. The Stockholder is relying solely on such
advisers and not on any statements or representations of the Company or any of its agents. The Stockholder understands that the
Stockholder (and not the Company) shall be responsible for the Stockholder’s tax liability and any related interest and
penalties that may arise as a result of the transactions contemplated by this Agreement.


 


SECTION 3. SUCCESSORS AND ASSIGNS.


 


Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns
of the parties (including transferees of any Shares). Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.


 


SECTION 4. GOVERNING LAW.


 


This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, except the choice-of-law provisions thereof.


 


SECTION 5. ENTIRE AGREEMENT.


 


This Agreement contains the entire understanding
of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties
relating to the subject matter hereof, except as expressly referred to herein.


 


SECTION 6. AMENDMENTS AND WAIVERS.


 


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 and either retroactively
or prospectively), only with the written consent of the Stockholder and the Company.


 


SECTION 7. FURTHER ACTION.


 


Each party hereto agrees to execute any
additional documents and to take any further action as may be necessary or desirable in order to implement the transactions contemplated
by this Agreement.


 


SECTION 8. SURVIVAL.


 


The representations and warranties herein
shall survive the Closing.


 


SECTION 9. SEVERABILITY.


 


Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement
shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.


 






     


     


    

 





SECTION 10. NOTICES.


  


All notices
and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile, if sent during normal business
hours of the recipient or, if not, then on the next business day, (c) five days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to
the respective parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall
be specified by notice given in accordance with this Section 10).


  


SECTION 11. COUNTERPARTS. 


 


This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


  


IN WITNESS WHEREOF, each of the parties
has executed this Stock Repurchase Agreement as of the day and year first above written.


 


	 	COMPANY
	 	 	 
	 	Motivating the Masses, Inc.
	 	 	 
	 	By:	/s/ Susie Carder
	 	Name:	Susie Carder
	 	Title:	COO 
	 	 	 
	 	STOCKHOLDER:
	 	 	 
	 	 	Steven J Corso
	 	Address:  	5782 Shasta Drive
	 	 	Encinitas, Ca. 92024


 



     


     


    




  


ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR VALUE RECEIVED, the Stockholder hereby
sells, assigns and transfers unto Motivating the Masses, Inc. (the “Company”) 1,500,000 shares of the Company’s
common stock standing in the Stockholder’s name on the books of the Company and represented by Certificate Number herewith
irrevocably constitute and the Company as the Stockholder’s attorney-in-fact, to transfer such stock on the books of the
Company with full power of substitution in the premises.


 


 


Dated: 7/29/15


 


	 	STOCKHOLDER
	 	 
	 	/s/ Steven J. Corso


 


This Assignment Separate from Certificate
was executed pursuant to the terms of that certain Stock Repurchase Agreement by and between Motivating the Masses, Inc. and the
Stockholder dated July 29, 2015.