Exhibit 10.1





 


COMMON STOCK PURCHASE AGREEMENT


 


This Agreement entered
into as of the ___ day of November, 2014 (this "Agreement"), by and between Pinkbrick Holdings Inc., a Delaware
corporation (the “Company”) and _______, an individual (the “Purchaser”).


 


WHEREAS, the Purchaser
desires to purchase, and the Company desires to sell, an aggregate of 1,000,000 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) upon the terms and conditions hereof.


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein contained, the Purchaser and the Company hereby agree as follows:


 


SECTION 1: SALE OF THE SHARES


 


1.1     Sale of the Shares.
Subject to the terms and conditions hereof, the Company will sell to the Purchaser and the Purchaser will purchase from the Company,
upon the execution and delivery of this Agreement, the Shares for a purchase price equal to $4,166.67(the "Purchase Price"),
representing funds advanced on behalf of the Company by the Purchaser to legal counsel for the Company.


 


SECTION 2: CLOSING DATE; DELIVERY


 


2.1     Closing Date.
The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall be held immediately following the
execution and delivery of this Agreement.


 


2.2     Delivery at Closing.
At the Closing, the Company will record the issuance of the Shares in the Company's stock ledger with respect to the Common Stock
of the Company in the Purchaser’s name, against payment of the Purchase Price.


 


SECTION 3: REPRESENTATIONS AND WARRANTIES OF
PURCHASER


 


The undersigned Purchaser
hereby represents and warrants to the Company as follows:


 


3.1     Restricted Securities.
None of the Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws. The Purchaser acknowledges that the Shares have not been recommended by any US Federal or State securities commission
or regulatory authority and have not confirmed the accuracy or determined the adequacy of this Agreement. The Purchaser understands
that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act, by virtue of Section
4(2) thereof and, if deemed advisable by the Company, the provisions of Regulation D promulgated thereunder, based, in part, upon
the representations, warranties and agreements of the Purchaser contained in this Agreement. The Purchaser understands that the
Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom.


 



    	



    	 



    




 


3.2     Experience.
The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the
merits and risks of investment in the Company and of making an informed investment decision. The Purchaser has adequate means of
providing for the Purchaser's current needs and possible future contingencies and the Purchaser has no need, and anticipates no
need in the foreseeable future, to sell the Shares for which the Purchaser subscribes. The Purchaser is able to bear the economic
risks of this investment and, consequently, without limiting the generality of the foregoing, the Purchaser is able to hold the
Shares for an indefinite period of time and has sufficient net worth to sustain a loss of the Purchaser's entire investment in
the Company in the event such loss should occur. Except as otherwise indicated herein, the Purchaser is the sole party in interest
as to its investment in the Company, and it is acquiring the Shares solely for investment for the Purchaser's own account and has
no present agreement, understanding or arrangement to subdivide, sell, assign, transfer or otherwise dispose of all or any part
of the Shares subscribed for to any other person.


 


3.3     Investment; Access
to Data. The Purchaser has carefully reviewed and understands the risks of, and other considerations relating to, a purchase
of the Common Stock and an investment in the Company. The Purchaser has been furnished materials relating to the Company, the private
placement of the Common Stock or anything else that it has requested and has been afforded the opportunity to ask questions and
receive answers concerning the terms and conditions of the offering and obtain any additional information which the Company possesses
or can acquire without unreasonable effort or expense. Representatives of the Company have answered all inquiries that the Purchaser
has made of them concerning the Company, or any other matters relating to the formation and operation of the Company and the offering
and sale of the Common Stock.The Purchaser has not been furnished any offering literature other than the materials that the
Company may have provided at the request of the Purchaser; and the Purchaser has relied only on such information furnished or made
available to the Purchaser by the Company as described in this Section. The Purchaser is acquiring the Shares for investment for
the Purchaser's own account, not as a nominee or agent and not with the view to, or for resale in connection with, any distribution
thereof. The Purchaser acknowledges that the Company is a start-up company with no current operations, assets or operating history,
which may possibly cause a loss of Purchaser’s entire investment in the Company.


 


3.4     Authorization.
(a) This Agreement, upon execution and delivery thereof, will be a valid and binding obligation of Purchaser, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application
affecting enforcement of creditors' rights generally.


 


(b) The execution, delivery
and performance by Purchaser of this Agreement and compliance therewith and the purchase and sale of the Shares will not result
in a violation of and will not conflict with, or result in a breach of, any of the terms of, or constitute a default under, any
provision of state or Federal law to which Purchaser is subject, or any mortgage, indenture, agreement, instrument, judgment, decree,
order, rule or regulation or other restriction to which the Purchaser is a party or by which the undersigned Purchaser is bound,
or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of Purchaser
pursuant to any such term.


 



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3.5     Accredited Investor.
Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended and
has executed the statement of accredited investor annexed hereto as Exhibit A.


 


SECTION 4: MISCELLANEOUS


 


4.1     Governing Law.
This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to conflicts of laws principles
thereof.


 


4.2     Survival. The
terms, conditions and agreements made herein shall survive the Closing.


 


4.3     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.


 


4.4     Entire Agreement;
Amendment; Waiver. This Agreement constitutes the entire and full understanding and agreement between the parties with regard
to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except
by a written instrument signed by all the parties hereto.


 


4.5     Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together, shall
constitute one instrument.


 


[The remainder of
this page has been intentionally left blank.]


 



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IN WITNESS WHEREOF,
the undersigned have hereunto set their hands as of the day and year first above written.


 


	 	PINKBRICK HOLDINGS INC.
	 	 	 
	 	By:	 
	 	 	[_____________]
	 	 	Chief Executive Officer
	 	 	 
	 	PURCHASER

	 	 	 
	 	By:	 
	 	 	[_____________]














 



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Exhibit A


 


STATEMENT OF ACCREDITED INVESTOR


 


To:Pinkbrick Holdings Inc. (the “Company”)


 


Ladies and Gentlemen:


 


The undersigned hereby
refers to the Common Stock Purchase Agreement executed and delivered to the Company by the undersigned as of the date hereof. In
connection with the subscription thereunder by the undersigned to purchase securities of the Company, the undersigned hereby represents
and warrants that such individual or entity meets at least one of the tests listed below for an "accredited investor"
(as such term is defined under Regulation D promulgated pursuant to the Securities Act of 1933, as amended).


 


"Accredited Investors"
are accorded special status under the federal securities laws. Individuals who hold certain positions with an issuer or its affiliates,
or who have certain minimum individual income or certain minimum net worth (each as described below) may qualify as Accredited
Investors. Partnerships, corporations or other entities may qualify as Accredited Investors if they fulfill certain financial and
other standards, or if all of their equity owners have incomes and/or net worth which qualify them individually as Accredited Investors,
and trusts may qualify as Accredited Investors if they meet certain financial and other tests (as described below).


 


You may qualify as an Accredited
Investor under Regulation D promulgated under the Securities Act of 1933 (the "1933 Act") if you meet any of the following
tests (please check all that apply):


 


	☐	The undersigned is an individual who is a director or executive officer of the Company.
An “executive officer” is the president, a vice president in charge of a principal business unit, division or function
(such as sales, administration or finance), any other officer who performs a policy making function or any other person who performs
similar policy making functions for the Company.



 


	☐	The undersigned is an individual that (1) had individual income of more than $200,000 in each
of the two most recent fiscal years and reasonably expects to have individual income in excess of $200,000 in the current year,
or (2) had joint income together with the undersigned’s spouse in excess of $300,000 in each of the two most recent fiscal
years and reasonably expects to have joint income in excess of $300,000 in the current year. “Income” means adjusted
gross income, as reported for federal income tax purposes, increased by the following amounts: (i) any tax exempt interest income
under Section 103 of the Internal Revenue Code (the “Code”) received, (ii) any losses claimed as a limited partner
in a limited partnership as reported on Schedule E of Form 1040, (iii) any deduction claimed for depletion under Section 611 of
the Code or (iv) any amount by which income has been reduced in arriving at adjusted gross income pursuant to the provisions of
Section 1202 of the Code. In determining personal income, however, unrealized capital gains should not be included.



 


	☐	The undersigned is an individual with individual net worth, or combined net worth together with
the undersigned’s spouse, excluding the net value of such person’s
or married couple’s primary residence, in excess of $1,000,000. “Net worth” means the excess of total assets
at fair market value, including home, home furnishings and automobiles, over total liabilities.



 



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	☐	The undersigned is a Trust with total assets in excess of $5,000,000, was not formed for
the specific purpose of acquiring securities of the Company, and the purchase of the securities is directed by a person with such
knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of the prospective
investment in such securities.



 


	☐	The undersigned is a corporation, partnership, limited liability company or limited liability
partnership that has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring securities
of the Company.



 


	☐	The undersigned is an entity in which all of its equity owners are “accredited investors”.




 


	Dated: __________, 2014

	 
	 	Very truly yours,
	 	 
	 	 
	 	Name of Individual #1 or
Entity
	 	 
	 	 
	 	Authorized Signature
	 	 
	 	 
	 	Name of Individual #2, if
applicable
	 	 
	 	 
	 	Authorized Signature






 


 


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