Exhibit 10.63


 


DEBT PURCHASE AGREEMENT


 


This Debt Purchase
Agreement (the “Agreement”) made as of this 27th day of April, 2017, by and between LG Capital Funding,
LLC (the “Buyer”) and SBI Investments LLC, 2014-1 (the “Seller”).


 


		1.	PURCHASE AND SALE OF THE CONVERTIBLE NOTE



 


Upon the terms and conditions herein contained,
at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase
from the Seller the “Transferred Rights” of the Seller and all rights thereto, free and clear of all liens, claims,
pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. Transferred
Rights shall mean all rights with respect to $35,000.00 in principal under that $330,000.00 convertible secured redeemable note
issued by SUREPURE, INC. (“Borrower” or “Company”) to the Seller on February 11, 2016, a true and correct
copy which has been provided to New Venture Attorneys, P.C. (the “Note”). By its signatures hereto the Borrower accepts
the assignment of the Transferred Rights to Buyer and agrees that Buyer may convert the Transferred Rights into shares of the Company’s
common stock.


 


		2.	CONSIDERATION



 


The purchase price for the Note shall be
the Buyer’s payment of Thirty Five Thousand dollars ($35,000.00) to the Seller (the “Purchase Price”).


 


		3.	CLOSING



 


The closing of the transactions contemplated
by this Agreement (the “Closing”) shall take place upon the receipt by the Seller of the full $35,000.00 from the Buyer.


 


		4.	REPRESENTATIONS AND WARRANTIES OF SELLER The Seller hereby represents and warrants to the Buyer as follows:






 


4.1 Status of the Seller and the
Note. The Seller is the beneficial owner of the Note, andt he Note is free and clear of all mortgages, pledges,
restrictions, liens, charges, encumbrances, security interests, obligations or other claims. The Note is currently
outstanding and Seller is informed by Company that the Note represents a bona fide debt obligation of the Company.


 


4.2 Authorization;
Enforcement. (i) Seller has all requisite corporate power and authority to enter into and perform the Agreement and to
consummate the transactions contemplated hereby and to sell each Note, in accordance with the terms hereof, (ii) the
execution and delivery of this Agreement by the Seller and the consummation by it of the transactions contemplated hereby
(including, without limitation, the sale of the Note to the Buyer) have been duly authorized by the Seller and no further
consent or authorization of the Seller or its members is required, (iii) this Agreement has been duly executed and delivered
by the Seller, and (iv) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against
the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of
creditors’ rights and remedies or by other equitable principles of general application.


 






     


     


    

 


4.3 No Conflicts.The
execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated
hereby (including, without limitation, the sale of the Note to the Buyer) will not (i) conflict with or result in a violation of
any provision of its certificate of formation or other organizational documents, or (ii) violate or conflict with or result in
a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, bond, indenture
or other instrument to which Seller are a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which
Seller are subject) applicable to Seller or the Note is bound or affected. The Seller is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization
or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement in
accordance with the terms hereof.


 


4.4 Title; Rule 144 Matters.Seller
has good and marketable title to the Note, free and clear of all liens, restrictions, pledges and encumbrances of any kind. Seller
is not an “Affiliate” of the Company, as that term is defined in Rule 144 of the Securities Act of 1933, as amended
(the “1933 Act”).


 


4.5  Consent
of the Company.


 


(i) The Company, as evidence by its
signature at the foot of this Agreement, hereby represents and warrants that, upon delivery to the Company of the Note, the
Company shall promptly cause to be issued to and in the name of Buyer one of more new executed Notes in the principal
aggregate amount of equal to the purchase price of the Notes but otherwise having the sale terms (including, but not
necessarily limited to, referring to the original issue date) as in the Note. The Note may contain the same restrictive
legend as provided in the original Note, but no stop transfer order. The Note is currently outstanding in the entire amount
stated and represents a bona fide debt obligation of the Company.


 


(ii) The signature by the Company
also represents the Company’s agreement to treat Buyer as a party to, and having all the rights of the Seller with
respect to the Transferred Rights.


 


		5.	REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF THE BUYER.



 


The Buyer hereby represents warrants and
acknowledges to the Seller as follows:


 


5.1       Sophisticated
Investor. The Buyer has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits
and risks of the partial purchase of the Note and has had substantial experience in previous private and public purchases of securities.
Buyer is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and
Exchange Commission under the Securities Act;


 






     


     


    

 


5.2       
Authorization; Enforcement. (i) Buyer has all requisite corporate power and authority to enter into and perform the Agreement
and to consummate the transactions contemplated hereby and to purchase each Note, in accordance with the terms hereof, (ii) the
execution and delivery of this Agreement by the Buyer and the consummation by it of the transactions contemplated hereby (including,
without limitation, the purchase of the Note by the Buyer) have been duly authorized by the Buyer and no further consent or authorization
of the Buyer or its members is required, (iii) this Agreement has been duly executed and delivered by the Buyer, and (iv) this
Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies or by other equitable principles
of general application.


 


5.3       
No Conflicts. The execution, delivery and performance of this Agreement by the Buyer and the consummation by the Buyer of
the transactions contemplated hereby will not (i) conflict with or result in a violation of any provision of its certificate of
formation or other organizational documents, or (ii) violate or conflict with or result in a breach of any provision of, or constitute
a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, note, bond, indenture or other instrument to which Buyer
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and regulations of any self-regulatory organizations to which Buyer is subject) applicable to Seller
or the Note is bound or affected. The Buyer is not required to obtain any consent, authorization or order of, or make any filing
or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third
party in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof.


 


		6.	MISCELLANEOUS



 


6.1        Binding
Effect; Benefits. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective
successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto
without the prior written consent of the other party hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed
or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns
any rights, remedies, obligations or liabilities under or by any reason of this Agreement.


 


6.2       Notices.
All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt
after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the
same is so given or made, at the following addresses (or such others as shall be provided in writing hereafter):


 






     


     


    

 


		(a)	If to the Buyer to:



LG Capital Funding, LLC


1218 Union St, Suite #2


Brooklyn, NY 11225


Attn: Joseph Lerman


 


		(b)	If to the Seller to:



SBI INVESTMENTS LLC, 2014-1


369 Lexington Avenue, 2nd Floor


NY, NY 10017


Attn: Peter Wisniewski


 


6.3       Entire
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.


 


6.4       Further
Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without
further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents
and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.


 


6.5       Headings.
The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be part of
this Agreement or to affect the meaning or interpretation of this Agreement.


 


6.6       Counterparts.
This Agreement may be executed in any number of counterparts and by facsimile, each of which, when executed, shall be deemed to
be an original and all of which together shall be deemed to be one and the same instrument.


 


6.7       Governing
Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by
the laws of the State of New York, without giving effect to the conflicts of law principles thereof.


 


6.8       Severability.
If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall
not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted
by law.


 


6.9       Amendments.
This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.


 






     


     


    

 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


 


BUYER:


 


LG Capital Funding, LLC


 


 


By: /s/ Joseph Lerman


Title: Manager


 


SELLER:


 


SBI INVESTMENTS LLC, 2014-1 





By: /s/ Peter Wisniewski


Title: Manager


 


ACCEPTED AND AGREED:


 


SUREPURE, INC.


 


By: /s/ Stephen Robinson


Title: Chief Financial Officer


 


 



     


     


    




 


 


EXHIBIT A


 


WIRE INSTRUCTIONS FOR SELLER


 


                                        
      


 


 


 


              



     


     


    




  


NON-AFFILIATION LETTER


 


April 27, 2017


 


 


 


LG CAPITAL FUNDING, LLC


 


Gentlemen:


 


Please let this letter serve as confirmation
that SBI Investments LLC, 2014-1 is not now, and has not been during the preceding 90 days, an officer, director, 10% or more shareholder
of SUREPURE, INC. or in any other way an “affiliate” of SUREPURE, INC. (as that term is defined in Rule 144(a) (1)
adopted pursuant to the Securities Act of 1933, as amended).


 


Very truly yours,


 


SBI INVESTMENTS LLC, 2014-1


 


 


 


By: ____________________


 


Title: __________________