Securities
Purchase Agreement


 


This
Securities Purchase Agreement (this “Agreement”),
dated as of May 3, 2016, is entered into by and between XFIT BRANDS Inc., a Nevada
corporation (“Company”), and KODIAK CAPITAL GROUP, LLC, a Delaware
limited liability company, its successors and/or assigns (“Investor”).


 


A.Company
and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”).


 


B.Investor
desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a Promissory
Note, in the form attached hereto as Error! Reference source not found., in the original principal amount of $125,000.00
(the “Note”).


 


C.This
Agreement, the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under
or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the
“Transaction Documents”.


 


NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Company and Investor hereby agree as follows:


 


1.Purchase
and Sale of Note.


 


1.1.Purchase
of Note. Company shall issue and sell to Investor and Investor agrees to purchase from Company the Note. In consideration
thereof, Investor shall pay the Purchase Price (as defined below) to Company.


 


1.2.Form
of Payment. On the Closing Date, Investor shall pay the Purchase Price to Company via wire transfer of immediately available
funds against delivery of the Note.


 


1.3.Closing
Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date
of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be May 3, 2016,
or such other mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date by means of the exchange by email of .pdf documents, but shall be deemed to have occurred at the
offices of Investor in Newport Beach, CA.


 


1.4.Collateral
for the Note. The Note shall not be secured.


 


1.5.Original
Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $20,000.00 (the “OID”).
In addition, Company agrees to pay $5,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of the Note. The “Purchase
Price”, therefore, shall be $100,000.00, computed as follows: $125,000.00 initial principal balance, less the OID, less
the Transaction Expense Amount.


 




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1.6.The
Investor agrees to the imprinting of a legend on the Note or as otherwise required by law in the following form:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED
IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES


 


2.Investor’s
Representations and Warranties. Investor represents and warrants to Company that: (i) this Agreement has been duly and validly
authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms,
except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act; (iv) Investor has such knowledge, sophistication and experience in business and financial matters so as to
be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks
of such investment and Investor is able to bear the economic risk of an investment in the Note and, at the present time, is able
to afford a complete loss of such investment; (v) Investor is not purchasing the Note as a result of any advertisement, article,
notice or other communication regarding the Note published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general solicitation or general advertisement; (vi) Investor is acquiring the
Note for its own account, for investment only and not with a view towards, or for resale in connection with, the public sale or
distribution thereof, (vii) Investor understands that the Note being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Investor set forth herein in order to determine the availability of such exemptions and the eligibility
of Investor to acquire such securities; (viii) Investor acknowledges that it has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. Investor is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement
or the securities laws of any jurisdiction; (ix) the execution, delivery and performance of the Transaction Documents by Investor,
does not and will not conflict with or violate any provision of the Investor’s articles of incorporation, bylaws or other
organizational or charter documents or result in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Investor is subject (including federal and state securities
laws and regulations); (x) Investor had an opportunity to review copies of the SEC Reports (as defined in Section 3 below) filed
on behalf of the Company and has had access to all publicly available information with respect to the Company; Investor’s
trading activities with respect to shares of the Common Stock will be in compliance with all applicable state and federal securities
laws, rules and regulations and the rule and regulations of FINRA and the market on which the Common Stock is listed or quoted;
and (xi) during the period beginning on the Closing Date and ending on the date the Note has been repaid in full or sold by Investor
to a third party that is not an affiliate of Investor, Investor will not directly or through an affiliate engage in any open market
Short Sales (as defined below) of the Common Stock (as defined below); provided; however, that unless and until Company
has affirmatively demonstrated by the use of specific evidence that Investor is engaging in open market Short Sales, Investor
shall be assumed to be in compliance with the provisions of this Section and Company shall remain fully obligated to fulfill all
of its obligations under the Transaction Documents; and provided, further, that (A) Company shall be entitled to request or demand
that Investor either (1) provide trading or other records of Investor or of any party or (2) affirmatively demonstrate that Investor
or any other party has not engaged in any such Short Sales in breach of these provisions as a condition to Company’s fulfillment
of its obligations under any of the Transaction Documents, (B) Company shall not assert Investor’s or any other party’s
failure to demonstrate such absence of such Short Sales or provide any trading or other records of Investor or any other party
as all or part of a defense to any breach of Company’s obligations under any of the Transaction Documents, and (C) Company
shall have no setoff right with respect to any such Short Sales. Notwithstanding the foregoing, the Company shall be entitled
to request and Investor shall provide copies of its trading records while continuing its obligations under this Agreement unless
and until and actual breach is discovered and furthermore that the Company shall be able to asset a defense based on a breach
of this provision if the trading records indicate a breach. As used herein, “Short Sale” has the meaning provided
in Rule 3b-3 under the 1934 Act (as defined below). This section 2 shall survive the termination of this Agreement.


 




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3.Company’s
Representations and Warranties. Company represents and warrants to Investor that: (i) Company is a corporation duly organized,
validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own
its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation to
do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes
such qualification necessary except where the failure to be so qualified could not be reasonably expected to have a material adverse
effect on the Company; (iii) Company has registered its shares of common stock, $0.0001 par value per share (the “Common
Stock”), under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”),
and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents
and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company; (v) this Agreement, the
Note, and the other Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding
obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and remedies; (vi) except as set forth on Schedule
3, the execution and delivery of the Transaction Documents by Company and the consummation by Company of the other transactions
contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms
or provisions of, or constitute a default under (a) Company’s articles of incorporation or bylaws, each as currently in
effect, (b) except as set forth on Schedule 3, any indenture, mortgage, deed of trust, or other material agreement or instrument
to which Company is a party or by which it or any of its properties or assets are bound, including any listing agreement for the
Common Stock, or (c) to the Company’s knowledge any existing applicable law, rule, or regulation or any applicable decree,
judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental
body having jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization, approval
or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the
stockholders or any lender of Company is required to be obtained by Company for the issuance of the Note to Investor; (viii) none
of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading; (ix) Company has filed all periodic reports required to be filed by Company with the
SEC under the 1934 Act (the “SEC Reports”) on a timely basis or has received a valid extension of such time
of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension;
(x) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to
the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental
department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling
or finding would have a material adverse effect on Company or which would adversely affect the validity or enforceability of,
or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; (xi) Company has not
consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the
1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,”
as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions,
placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or
entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker
Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered
investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with
respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due
in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor’s
employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, from and
against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered
in respect of any such claimed or existing Broker Fees; (xv) neither Investor nor any of its officers, directors, stockholders,
members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers,
directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its
decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation,
warranty, covenant or promise of Investor or its officers, directors,; and (xvi) Company has performed due diligence and background
research on Investor and its affiliates including, and, to its satisfaction, has made inquiries with respect to all matters Company
may consider relevant to the undertakings and relationships contemplated by the Transaction Documents. Company, being aware of
the matters described in subsection (xvi) above, acknowledges and agrees that such matters, or any similar matters, have no bearing
on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as
a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify or reduce such
obligations.


 




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4.Company
Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full,
or within the timeframes otherwise specifically set forth below, Company shall comply with the following covenants: (i) so long
as Investor beneficially owns the Note, Company shall timely file on the applicable deadline (which shall include the time period
provided under Form 12b-25, if such Form is timely filed in connection with the periodic report) all reports required to be filed
with the SEC (other than 8-K reports) pursuant to Sections 13 or 15(d) of the 1934 Act, and shall take all reasonable action under
its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144
of the 1933 Act, is publicly available, and shall not terminate its status as an issuer required to file reports under the 1934
Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be
listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) trading in Company’s Common
Stock shall not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company’s principal trading
market; (iv) except as set forth on Schedule 4, the Company shall not have at any given time any Variable Security Holders (as
defined below) without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole
and absolute discretion; and (v) at Closing and on the first day of each calendar quarter for so long as the Note remains outstanding
or on any other date during which the Note is outstanding, as may be requested by Investor, the Chief Executive Officer of Company
shall provide to Investor a certificate in substantially the form attached hereto as Error! Reference source not found.
(the “Officer’s Certificate”) certifying in her personal capacity and in her capacity as Chief Executive
Officer of Company the number of Variable Security Holders of Company as of the date the applicable Officer’s Certificate
is executed. For purposes hereof, the term “Variable Security Holder” means any holder of any Company securities
(such securities, “Variable Securities”) that (i) have or may have conversion rights of any kind, contingent,
conditional or otherwise in which the number of shares that may be issued pursuant to such conversion right varies with the market
price of the Common Stock; (ii) are or may become convertible into Common Stock (including without limitation convertible debt,
warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even
if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition;
or (iii) was issued or may be issued in the future in exchange for or in connection with any contract or instrument, whether convertible
or not, where the number of shares of Common Stock issued or to be issued is based upon or related in any way to the market price
of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section
3(a)(10) settlement, or any other similar settlement or exchange.


 


5.Conditions
to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Note to Investor at the Closing
is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


 


5.1.Investor
shall have executed this Agreement and delivered the same to Company.


 


5.2.Investor
shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


 


6.Conditions
to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Note at the Closing is subject
to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for
Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


6.1.Company
shall have executed this Agreement and the Note, and delivered the same to Investor.


 


6.2.Company’s
Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.


 


6.3.Company
shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Error!
Reference source not found. evidencing Company’s approval of the Transaction Documents.


 


6.4.Company
shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein
or therein.


 


7.Reserved.


 




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8.Terms
of Future Financings. So long as the Note is outstanding, upon any issuance by Company of any security with any term more
favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided
to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable term and such
term, at Investor’s option, shall become a part of the Transaction Documents. Additionally, if Company fails to notify Investor
of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term to any third party,
Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction Documents
retroactive to the date on which such term was granted to the applicable third party. The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms interest rates, and
original issue discounts.


 


9.Miscellaneous.
The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents as if these
terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in
this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


 


9.1.Certain
Capitalized Terms. To the extent any capitalized term used in any Transaction Document is defined in any other Transaction
Document (as noted therein), such capitalized term shall remain applicable in the Transaction Document in which it is so used
even if the other Transaction Document (wherein such term is defined) has been released, satisfied, or is otherwise cancelled.


 


9.2.Intentionally
Left Blank.


 


9.3.Governing
Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of California,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Each party
consents to and expressly agrees that exclusive venue for arbitration of any dispute arising out of or relating to any Transaction
Document or the relationship of the parties or their affiliates shall be in Orange County, California. For any litigation arising
in connection with any of the Transaction Documents (and notwithstanding the terms (specifically including any governing law and
venue terms) of any transfer agent services agreement or other agreement between the Transfer Agent and Company, such litigation
specifically includes, without limitation any action between or involving Company and the Transfer Agent, each party hereto hereby
(i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Orange County,
California, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring
any such action outside of any state or federal court sitting in Orange County, California, and (iv) waives any claim of improper
venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of
any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally,
Company covenants and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance
with Section 9.12 below prior to bringing or filing, any action (including without limitation any filing or action against any
person or entity that is not a party to this Agreement, including without limitation the Transfer Agent) that is related in any
way to the Transaction Documents or any transaction contemplated herein or therein, including without limitation any action brought
by Company to enjoin or prevent the issuance of any shares of Common Stock to Investor by the Transfer Agent, and further agrees
to name Investor as a party to any such action. Company acknowledges that the governing law and venue provisions set forth in
this Section 9.3 are material terms to induce Investor to enter into the Transaction Documents and that but for Company’s
agreements set forth in this Section 9.3 Investor would not have entered into the Transaction Documents.


 




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9.4.Specific
Performance. Company acknowledges and agrees that irreparable damage would occur to Investor in the event that Company fails
to perform any provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It
is accordingly agreed that Investor shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions
of this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this
being in addition to any other remedy to which any Investor may be entitled under the Transaction Documents, at law or in equity.
For the avoidance of doubt, in the event Investor seeks to obtain an injunction against Company or specific performance of any
provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction Document,
at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction
Documents.


 


9.5.Reserved.


 


9.6.Counterparts.
Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed
counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed to be an executed original
thereof.


 


9.7.Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


9.8.Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.


 


9.9.Entire
Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company
nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt,
all prior term sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated
by the Transaction Documents (collectively, “Prior Agreements”), that may have been entered into between Company
and Investor, or any affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction
Documents. To the extent there is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction
Documents, the Transaction Documents shall govern.


 


9.10.No
Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, representatives
or agents has made any representations or warranties to Company or any of its officers, directors, representatives, agents or
employees except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions
contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor
or its officers, directors, members, managers, agents or representatives other than as set forth in the Transaction Documents.


 




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9.11.Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Agreement.


 


9.12.Notices.
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by
email to an executive officer, or by facsimile (with successful transmission confirmation), (ii) the earlier of the date delivered
or the third business day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the
earlier of the date delivered or the third business day after mailing by express courier, with delivery costs and fees prepaid,
in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses
as such party may designate by five (5) calendar days’ advance written notice similarly given to each of the other parties
hereto):


 


If
to Company:


 


XFIT
Brands, Inc.


25731
Commercentre Drive


Lake
Forest, CA 92630


Attn:
David Vautrin


Email:
dave,vautrin@xfitbrands.com


 


If
to Investor:


 


Kodiak
Capital Group, LLC


260
Newport Center Drive


Newport
Beach, CA 92660


Attn:
Ryan Hodson


Email:ryan@kodiakfunds.com


 


9.13.Successors
and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by
Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part, without
the need to obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate
its duties hereunder without the prior written consent of Investor.


 


9.14.Survival.
The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing
hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify and
hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result
of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in
this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


9.15.Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 




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9.16.Investor’s
Rights and Remedies Cumulative; Liquidated Damages. All rights, remedies, and powers conferred in this Agreement and the Transaction
Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power,
and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing
at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and
in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s failure to comply with
the provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if not impossible) to
accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s
increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other
reasons. Accordingly, any fees, charges, and default interest due under the Note, and the other Transaction Documents are intended
by the parties to be, and shall be deemed, liquidated damages. The parties agree that such liquidated damages are a reasonable
estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any other right or
remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing
at the time this Agreement is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges,
and default interest provided for in the Transaction Documents are agreed to by the parties to be based upon the obligations and
the risks assumed by the parties as of the Closing Date and are consistent with investments of this type. The liquidated damages
provisions of the Transaction Documents shall not limit or preclude a party from pursuing any other remedy available at law or
in equity; provided, however, that the liquidated damages provided for in the Transaction Documents are intended to be
in lieu of actual damages.


 


9.17.Reserved.


 


9.18.Attorneys’
Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or interpret the terms
of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money (which,
for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded
to any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with
arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees
and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses
for frivolous or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior
to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor
otherwise takes action to collect amounts due under the Note or to enforce the provisions of the Note; or (ii) there occurs any
bankruptcy, reorganization, receivership of Company or other proceedings affecting Company’s creditors’ rights and
involving a claim under the Note; then Company shall pay the costs incurred by Investor for such collection, enforcement or action
or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’
fees, expenses, deposition costs, and disbursements.


 


9.19.Waiver.
No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting
the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or
consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 




    	 	8	 



    	 



    


 


9.20.Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON
LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND
VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


9.21.Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


 


9.22.Voluntary
Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction
Documents and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing,
or has waived the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and
without any duress or undue influence by Investor or anyone else.


 


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IN
WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above
written.


 


SUBSCRIPTION
AMOUNT:


 


	Principal Amount of Note:	 	$	125,000.00	 
	 	 	 	 	 
	Purchase Price:	 	$	100,000.00	 



 


	 	INVESTOR:
	 	 	 
	 	KODIAK CAPITAL GROUP, LLC
	 	 	 
	 	By:	/s/
    Ryan Hodson
	 	Printed
    Name:	 
	 	Title:	 
	 	 	 
	 	COMPANY:
	 	 	 
	 	XFIT BRANDS, InC.
	 	 	 
	 	By:	/s/
    David Vautrin
	 	Printed
    Name: 	 
	 	Title:	 


 


[Signature
Page to Securities Purchase Agreement]