STOCK
PURCHASE AGREEMENT


This
Stock Purchase Agreement (this “Agreement”) is entered into as of September 15, 2016, by and between Double Grouper
LLC (“Seller”) and Ted Murphy (“Purchaser”). The Purchaser and Seller are referred to collectively in the
Agreement as the “Parties”, and individually as a “Party”.



BACKGROUND


A.
Seller owns Three Million Six Hundred Thousand (3,600,000) shares of common stock of Watermark Group, Inc., a Nevada corporation
(“WMHH” or the “Company”) of which Seller wishes to sell Three Million Six Hundred Thousand (3,600,000)
shares to Purchaser (the “Shares”). The Company’s shares of common stock trade on the OTC Pink Market.


B.
Purchaser desires to purchase the Shares from Seller and Seller desires to sell the Shares to Purchaser upon the terms and conditions
set forth in this Agreement,


AGREEMENTS


In
consideration of the forgoing and the promises and agreements contained herein, the parties agree as follows:


 


1.                
Purchase and Sale of the Shares. Subject to the terms and
conditions hereinafter set forth, at the Closing of the transaction contemplated hereby:


(a)               
Seller shall sell, convey, transfer, and deliver to Purchaser
certificates representing the Shares, and


 


(b)              
Purchaser shall purchase from Seller the Shares in consideration
of Fifty Thousand Dollars ($50,000.00) (the “Purchase Price”).


 


(c)               
The certificates representing the Company’s common 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 Seller.


(d)               The
closing of the transactions contemplated by this Agreement (“Closing”), shall take place after: (i) all executed
documents including the stock certificate(s) duly endorsed for transfer or accompanied by appropriate stock transfer powers
and medallion guaranteed signature(s) and funds have been received by Brinen & Associates, LLC; and (ii) the
Company’s transfer agent confirms that  all required documentation has been received. After the Closing,
Purchaser’s attorney shall release funds to Seller by wire transfer of immediately available funds into an account
designated by Seller in writing.


2.                
Purchaser’s Representations. Purchaser hereby represents,
warrants and acknowledges and agrees with the following:


(a)               
Purchaser has received all information Purchaser considers necessary
or advisable to make a decision concerning the purchase of the Shares, and has had an opportunity to review all documents relating
to the Company that Purchaser deems necessary in the decision to purchase the Shares.


(b)              
Purchaser or Purchaser’s representative, as the case may
be, has such knowledge and experience in financial, tax and business mailers so as to enable Purchaser to utilize the information
made available to Purchaser to evaluate the merits and risks of an investment in the Shares and to make an informed decision with
respect thereto.


 


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(c)              
Purchaser recognizes that investment in
the Shares involves
substantial risks, including loss of
the entire amount of such investment, has taken
full cognizance
of and
understands all of the risks related to a purchase
or the Shares. Purchaser further recognizes that
no Federal or
state agencies
have made any
finding or determination as to the fairness of
this investment or any recommendations or endorsement
of the Shares.


(d)              
Purchaser hereby agrees not to purchase
or sell the Company’s stock or any equity instrument
related to the Company’s stock
“on the basis
of,” as such term
is defined
in Rule 10b5-l
of the Securities and Exchange Act of 1934, any
material nonpublic information.


(e)              
Purchaser hereby represents that neither
it nor any of its “affiliates” are “affiliates” of the Company
as defined
in Rule 144 of the
Securities Act of
1933.


3.                 
Seller’s Representations. Seller
hereby represents, warrants and acknowledges and agrees
with the following:


(a)              
Seller owns the Shares free and clear of
all adverse claims, security interests, liens, claims and encumbrances.


(b)              
Seller is not a
party to
any agreement, written
or oral, creating rights in respect
to the Company’s stock in any third person or relating to the voting of the Company’s stock.


(c)              
Seller hereby represents that it
did not
enter into this Agreement or decide to sell
the Company’s stock or
any equity instrument related to the Company’s
stock “on the basis of,” as such term is
defined in Rule 10b5-l of
the Securities and Exchange Act of 1934, any material
nonpublic information.


(d)              
Seller or
Seller’s representative, as
the case may be,
has such knowledge
and experience in
financial, tax and business matters so as to enable
Seller to evaluate the merits and risks of an investment
in and sale of the Shares and to make an informed decision with respect thereto. Seller has reviewed all
information Seller
considers necessary
or advisable
to make a decision concerning the sale of the Shares,
and has taken full cognizance of and understands all
of the risks related to
the ownership and sale of
the Shares. Seller further recognizes
that no Federal or state agencies have made any
finding or determination as to the fairness of this investment or any
recommendations or
endorsement of the Shares.


(e)              
Seller hereby represents that
he is an “affiliate” of the Company as defined
in Rule 144 of the
Securities Act of 1933.


4.                 
Understandings. The Parties further acknowledge and agree
as follows:


(a)              
The obligations of
Purchaser to purchase and pay for
the Shares, and of the Seller to transfer
such shares and Company to
issue the
Shares are
subject to the
satisfaction at or
prior to the Closing of
the sale of each Share of the following conditions
precedent: (i) the Shares of the Company are validly issued and fully- paid;
and (ii) neither Seller,
the Company,
nor the transfer
agent will
take any action to cancel or
encumber the Shares or the stock certificate(s)
representing the Shares other than as required
pursuant to applicable Federal
and state
securities laws and regulations. Seller hereby
indemnifies and
holds harmless
Purchaser and any brokerage
and/or clearing firm and attorney working with Purchaser against any claims with respect to the Shares and any reliance
on the preceding sentence.


(b)              
Each party hereto,
hereby acknowledges and agrees that Brinen & Associates, LLC (“Brinen”) and P&G Holdings LLC
are each an intended third party beneficiary and
may rely upon the representations, warranties and
covenants of Seller
as set forth herein and in any other documents executed in connection with the sale of
the Shares.


(c)              
IN MAKING A DECISION TO BUY AND
SELL THE SHARES, PURCHASER AND
SELLER ARE RELYING ON THEIR OWN EXAMINATION OF
THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE
SECURITIES COMMISSION


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OR
REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


(d)             
Waiver, Amendment, Indemnification. Neither this Agreement nor
any provisions hereof shall be modified, amended, discharged or terminated except by an instrument in writing, signed by the party
against whom any modification, amendment, discharge or termination is sought. Any term or condition of this Agreement may be waived
at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a
written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term
or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same on any
other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise
afforded, will be cumulative and not alternative.


5.                  
Miscellaneous.


(a)              
Except as set forth elsewhere herein, any
notice or demand to
be given or
served in connection
herewith shall
be deemed
to be sufficiently given or served
for all purposes by being sent as registered or
certified mail, return receipt requested, postage
prepaid, addressed to the party at the address set forth on the signature
page


Either
party may change its address for notices under
this Agreement by written notice
to the other party
of such new address, delivered pursuant to this Section
5(a).


(b)             
THIS AGREEMENT SHALL BE
CONSTRUED, AND THE RIGHTS AND OBLIGATION OF THE
PARTIES HEREUNDER
DETERMINED, IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW
RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS
OF ANY JURISDICTION OTHER THAN THE INTERNAL LAWS
OF THE STATE OF NEW YORK TO THE RIGHTS AND
DUTIES OF THE PARTIES; PROVIDED, HOWEVER, THAT
ALL LAWS PERTAINING OR RELATING TO CORPORATE GOVERNANCE
OF THE COMPANY SHALL BE CONSTRUED IN
ACCORDANCE AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW RULE THAT
WOULD CAUSE
THE APPLICATION OF
THE LAWS OF
ANY JURISDICTION OTHER
THAN THE
INTERNAL LAWS
OF THE STATE
OF NEW YORK
TO THE CORPORATE GOVERNANCE
OF THE COMPANY.


(c)              
In any action, proceeding or counterclaim
brought to enforce
any of the
provisions of this Agreement or to
recover damages, costs
and expenses in
connection with any breach
of the
Agreement, the
prevailing party
shall be entitled
to be reimbursed by the opposing party for all of the prevailing
party’s attorney’s fees, costs and
other out-of-pocket expenses incurred in connection with such action, proceeding or counterclaim.


(d)             
This Agreement
constitutes the entire agreement among
the parties
hereto with
respect to the subject matter hereof. There are
no restrictions, promises, warranties or undertakings, other than those set forth herein. This Agreement supersedes all prior agreements
and understandings among the parties hereto with respect to the
subject matter hereof.


(e)              
In case
any provision in or
obligation under this
Agreement shall be invalid, illegal or unenforceable
in any jurisdiction the validity, legality and enforceability of the remaining provisions or obligations, or of
such provisions or obligations, shall not in
any way
be affected or impaired thereby in any other jurisdiction.


Whereas,
the Parties hereto
have executed this Stock Purchase Agreement as of the date
first


above
written.


[SIGNATURE
PAGE TO FOLLOW]


 








 


 



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	Seller:	 	Double Grouper LLC	 	Seller:	Ted Murphy
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	 	/s/ Adam Kovacevic	 	By:	/s/ Ted Murphy
	 	 	 	 	 	 
	Name:	 	Adam Kovacevic	 	Name:	Ted Murphy
	 	 	 	 	 	 
	Title:	 	Managing Member	 	Title:	 
	 	 	 	 	 	 
	Address:	 	7 Dey Street, Suite 1503	 	Address:	64 Industrial Road
	 	 	 	 	 	 
	 	 	New York, New York  10007	 	 	Richmond Hill, Ontario, Canada  L4C2Y1






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