SHARE PURCHASE AGREEMENT


 


This Share Purchase
Agreement (this “Agreement”) is dated as of October 25, 2013 (the “Effective Date”), between SurePure,
Inc., a Nevada corporation (the “Company”), and Regency Capital Corporation, a corporation formed under the
laws of the Turks and Caicos Island (the “Purchaser”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the “Securities Act”), Rule 506 promulgated thereunder and Regulation S promulgated thereunder, the Company
desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as
more fully described in this Agreement; and


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1 Definitions. In addition to
the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:


 


“Action” shall have
the meaning given to such term in Section 3.1(j).


 


“Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board of Directors”
means the board of directors of the Company.


 


“Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing” means each
closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing Date” shall
have the meaning given to such term in Section 2.1.


 


“Commission” means the
United States Securities and Exchange Commission.


 


“Common Stock” means
the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


“Common Stock Equivalents”
means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without
limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 






    	1



    	 



    

 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“GAAP” shall have the
meaning given to such term in Section 3.1(h).


 


“Lien” means a lien,
charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material Adverse Effect”
shall have the meaning assigned to such term in Section 3.1(b).


 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred Stock” means
shares of the Company’s Nonvoting Convertible Preferred Stock, par value $0.01 per share.


 


“Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Prospectus” shall mean
the Company’s Supplemental Prospectus as filed with the Commission on May 17, 2013.


 


“Purchase Price” shall
have the meaning given it in Section 2.2.


 


“Registration Rights Schedule”
means the Registration Rights Schedule attached as Schedule A to this Agreement and made a part of this Agreement.


 


“Required Approvals”
shall have the meaning given to such term in Section 3.1(e).


 


“Regulation S” means
Regulation S promulgated by the Commission pursuant to the Securities Act, as such regulation may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such regulation.


 


“Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such
Rule.


 


“SEC Reports” shall
have the meaning given to such term in Section 3.1(h).


 


“Shares” means shares
of the Company’s Common Stock.


 


“Short Sales” means
all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include
the location and/or reservation of borrowable shares of Common Stock).


 






    	2



    	 



    

 


“Subscription Amount”
means the aggregate Purchase Price to be paid for the Shares to be purchased under this Agreement in United States dollars and
in immediately available funds, determined as the product of the number of Shares to be purchased and the applicable Purchase Price
per Share.


 


“Subsidiary” means any
subsidiary of the Company as set forth in the Prospectus.


 


“Transaction Documents”
means this Agreement and all exhibits and schedules hereto and any other documents or agreements executed in connection with the
transactions contemplated hereunder.


 


“Transfer Agent” means
Vstock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 77 Spruce Street, Suite 201, Cedarhurst,
New York 11516, and any successor transfer agent of the Company.


 


ARTICLE II.


PURCHASE AND SALE


 


2.1 Closings. Subject to the terms
and subject to the conditions set forth herein, the Company will sell, and the Purchaser will purchase, 600,000 Shares by delivering
the Subscription Amount for the Shares to the Company in accordance with wire transfer instructions that the Company has provided
to the Purchaser and (b) within ten (10) business days following receipt of the Subscription Amount from the Purchaser, the Company
shall send the Shares purchased to the Purchaser. The Shares will be purchased and sold at one or more Closings to be held after
the Effective Date and prior to October 31, 2013. The date of each such Closing shall be referred to in this Agreement as a “Closing
Date.”


 


2.2 Purchase Price. The purchase
price (the “Purchase Price”) for the Shares shall be $1.00 per share, paid in cash.


 


2.3 Registration Rights. The Shares
purchased by the Purchaser shall have the benefit of the registration rights provided in the Registration Rights Schedule.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


3.1 Representations and Warranties of
the Company. The Company hereby makes the following representations and warranties to the Purchaser:


 


(a) Subsidiaries. All of the direct
and indirect Subsidiaries of the Company are set forth in the Prospectus. The Company owns, directly or indirectly, all of the
capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares
of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights
to subscribe for or purchase securities.


 






    	3



    	 



    

 


(b) Organization and Qualification.
The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use
its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation
or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as
a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it
makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the
Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any
of (i), (ii) or (iii), a “Material Adverse Effect”), and no Proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(c) Authorization; Enforcement.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this
Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it
of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith
or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.


 


(d) No Conflicts. The execution,
delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance
and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict
with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws
or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of
the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of
the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with 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 Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 






    	4



    	 



    

 


(e) Filings, Consents and Approvals.
The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority or other Person in connection with
the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required
pursuant to the Registration Rights Schedule and (ii)  the filing of Form D with the Commission and such filings as are required
to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f) Issuance of the Shares. The
Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly
and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on
transfer provided for in the Transaction Documents.


 


(g) Capitalization. The capitalization
of the Company is as set forth in the Prospectus. As of September 30, 2013, there were issued and outstanding 20,210,631 shares
of Preferred Stock and 38,346,301 shares of Common Stock. No Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. There are no
outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire
any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is
or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Shares
will not obligate the Company to issue shares of Common Stock or other securities to any Person and will not result in a right
of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All
of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have
been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued
in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization
of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares under this Agreement.
There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


(h) SEC Reports; Financial Statements.
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the
date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports
prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports that were filed on
or after December 12, 2012, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time
of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for
the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments.


 






    	5



    	 



    

 


(i) Material Changes; Undisclosed Events,
Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except
as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence
or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in
the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered
its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property
to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the
Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option
plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for
the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has
occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective
businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed.


 


(j) Litigation. There is no action,
suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against
or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or
the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse
Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving
a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not
been, and to the knowledge of the Company, there is no investigation by the Commission, whether pending or contemplated, involving
the Company or any current director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.


 






    	6



    	 



    

 


(k) Certain Fees. No brokerage or
finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the
Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.


 


(l) Private Placement. Assuming
the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities
Act is required for the offer and sale of the Shares by the Company to the Purchaser as contemplated hereby.


 


(m) Listing and Maintenance Requirements.
The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action
designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under
the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
The Company has not, in the 12 months preceding the date hereof, received notice from any trading market to the effect that the
Company is not in compliance with the listing or maintenance requirements of such trading market. The Company is in compliance
with all such listing and maintenance requirements.


 


(n) Disclosure. Except with respect
to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither
it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes
constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchaser will
rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosures furnished by
or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their respective businesses and the transactions
contemplated hereby are true and correct and do not contain any untrue statements of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The Company acknowledges and agrees that the Purchaser is not making or has not made any representations or warranties with respect
to the transactions contemplated hereby other than those specifically set forth in Section 3.2.


 


3.2 Representations and Warranties of
the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of each Closing Date to the Company
as follows (unless as of a specific date therein):


 






    	7



    	 



    

 


(a) Organization; Authority. The
Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of
its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority
to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions
contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability
company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been
duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid
and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.


 


(b) Own Account. The Purchaser understands
that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable
state securities law and is acquiring the Shares as principal for its own account and not with a view to or for distributing or
reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present
intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law and has
no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such
Shares in violation of the Securities Act or any applicable state securities law. The Purchaser is acquiring the Shares hereunder
in the ordinary course of its business.


 


(c) Purchaser Status. At the time
the Purchaser was offered the Shares, it was, and as of the date hereof it is, it was an “accredited investor” as defined
in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act and a person other than a “U.S. Person”
as defined in Rule 901 under the Securities Act. The Purchaser is not acquiring the Shares for the benefit of any U.S. Person.
The Purchaser will be the sole beneficial owner of the Shares, and the Purchaser has not pre-arranged any sale with respect to
any of the foregoing to any persons in the United States. For purposes of this representation, a “U.S. person” shall
include, without limitation, any natural person resident in the United States, any partnership or corporation organized or non-U.S.
banks or insurance companies, any estate of which executor or person (with certain exceptions) and any agency or bank of a foreign
entity located in the United States, but does not include a natural person not resident in the United States; and the “United
States” means the United States of America, its territories and possessions, any state of the United States and the District
of Columbia. The Purchaser is outside the United States as of the date of the execution and delivery of this Agreement and will
be outside the United States at the time of the Closing; provided, that delivery of the Shares may be effected within the
United States through the Purchaser’s agent as long as the Purchaser is outside the United States at the time of any such
delivery. The purchase of the Shares under this Agreement is not part of a plan or scheme to evade the registration provisions
of the Securities Act.


 


(d) Experience of the Purchaser.
The Purchaser 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 Shares, and has so evaluated the merits and risks of such investment.
The Purchaser is able to bear the economic risk of an investment in the Shares and is able to afford a complete loss of such investment.
The Purchaser and its advisors, if any, have been furnished with all materials relating to the business, financial condition and
results of operations of the Company, and materials relating to the offer and sale of the Shares, that have been requested by the
Purchaser or its advisors, if any. The Purchaser acknowledges and understands that its investment in the Shares involves a significant
degree of risk.


 






    	8



    	 



    

 


(e) Certain Transactions and Confidentiality.
Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any Person
acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales, including Short Sales, of
the securities of the Company during the period commencing as of the time that the Purchaser first received a term sheet (written
or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated
hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement, the Purchaser
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and
terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a
representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of,
available shares to borrow in order to effect Short Sales or similar transactions in the future.


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1 Transfer Restrictions.


 


(a) The Shares may only be disposed of
in compliance with state and federal securities laws. In connection with any transfer of Shares other than pursuant to an effective
registration statement, under Rule 144 or Regulation S, to the Company or to an Affiliate of the Purchaser, the Company may require
the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to
the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer
does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee
shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of the Purchaser under
this Agreement.


 


(b)As long as is required by the Securities
Act, certificates representing the Shares shall bear a legend in the following form:


 


THIS SECURITY HAS 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.


 






    	9



    	 



    

 


4.2 Furnishing of Information; Public
Information. Until the Purchaser owns no Shares, the Company covenants to maintain the registration of the Common Stock under
Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even
if the Company is not then subject to the reporting requirements of the Exchange Act.


 


4.3 Securities Laws Disclosure; Publicity.
The Company shall, by 9:00 a.m. (New York City time) on or prior to the fourth Business Day immediately following the date to which
this Agreement has been executed by the Company and the Purchaser, file with the Commission a Current Report on Form 8-K disclosing
the material terms of the transactions contemplated hereby and attaching this Agreement as an exhibit with the Commission. From
and after the filing of such Current Report, the Company represents to the Purchaser that the Company shall have publicly disclosed
all material, non-public information delivered to the Purchaser by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company
and the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor either Purchaser shall issue any such press release nor otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of the Purchaser, or without the prior consent of the
Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except
if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice
of such public statement or communication.


 


4.4 Non-Public Information. Neither
the Company, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information
that the Company believes constitutes material non-public information, unless prior thereto the Purchaser shall have entered into
a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms
that the Purchaser is relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.5 Use of Proceeds. The Company
shall use the net proceeds from the sale of the Shares hereunder for working capital purposes in compliance with applicable law.


 


ARTICLE V.


MISCELLANEOUS


 


5.1 Termination. This Agreement
may be terminated by the Company upon notice to the Purchaser if the Purchaser does not perform any of its obligations under Section
2.1 within three (3) Business Days of the date of the Closing.


 


5.2 Fees and Expenses. Each party
shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall
pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the
Purchaser.


 






    	10



    	 



    

 


5.3 Entire Agreement. The Transaction
Documents, together with the exhibits and schedules hereof and thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to
such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4 Notices. Any and all notices
or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given
and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Business
Day, (b) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (New
York City time) on any business day, (c) the second (2nd) Business Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service with confirmed instructions for next-day delivery or (d) upon actual
receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:


 


	
        For the Company:

         

        405 Lexington Avenue, 25th Floor

        New York, NY 10174

        Attention: Stephen M. Robinson

        Chief Financial Officer

         

        With a copy to (which shall not constitute notice):

         

        William A. Newman, Esq.

        Barton LLP

        420 Lexington Ave., 18th Floor

        New York, NY 10170

         
	
        For the Purchaser:

         

        c/o 8 Eu Tong Sen Street

        # 12-82 The Central

        Clarke Quay

        Singapore 059818

        Attention: Mr. Richard Wilson



 


 


5.5 Amendments; Waivers. No provision
of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment,
by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such
right.


 


5.6 Headings. The headings herein
are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions
hereof.


 






    	11



    	 



    

 


5.7 Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Purchaser
may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Shares; provided,
that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions of the Transaction
Documents that apply to the “Purchaser.”


 


5.8 No Third-Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not
for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


5.9 Governing Law. All questions
concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. All Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement
and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers,
stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in
the City of New York, Borough of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce
any provisions of the Transaction Documents, then the prevailing party in such action, suit or proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 


5.10 Survival. The representations
and warranties contained herein shall survive each of the Closings and the deliveries of the Shares for a period of six (6) months.


 


5.11 Execution. This Agreement may
be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the
parties need not sign the same counterpart. If any signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were
an original thereof.


 






    	12



    	 



    

 


5.12 Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


5.13 Replacement of Shares. If any
certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable
third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.


 


5.14 Construction. Each of the parties
and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices
and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


5.15 WAIVER OF JURY TRIAL. IN ANY
ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY,
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER
TRIAL BY JURY.


 


 






    	13



    	 



    

 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Share Purchase Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


	 	
        SUREPURE, INC.

        

         

        By: /s/ Stephen M. Robinson

        Name: Stephen M. Robinson

        Title:   Chief Financial Officer

	 	 
	 	
        REGENCY CAPITAL CORPORATION

        

         

        By: /s/ Richard Wilson

        Name: Richard Wilson

        Title:   Director

	 	 







    	14



    	 



    

Schedule A 


 


REGISTRATION RIGHTS SCHEDULE 


 


This Registration
Rights Schedule is attached to and is incorporated by reference into the Share Purchase Agreement (the “Share Purchase
Agreement”), dated as of October 1, 2013, between SurePure, Inc., a Nevada corporation, and Regency Capital Corporation.


 


 


1.            Definitions.


 


Capitalized
terms used and not otherwise defined herein that are defined in the Share Purchase Agreement shall have the meanings given such
terms in the Share Purchase Agreement. As used in this Schedule, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(c).


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 






    	15



    	 



    

 


“Registrable
Securities” means, as of any date of determination, (a) all of the shares of Common Stock issued under the Share
Purchase Agreement and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization
or similar event with respect to the shares of Common Stock issued under the Share Purchase Agreement; provided, that any
such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness
of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) the Registration Statement
with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such
Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such
Registrable Securities have been previously sold in accordance with Rule 144, or (c) such Registrable Securities become eligible
for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth
in a written opinion letter to such effect, addressed, delivered and acceptable to the Company’s transfer agent and the affected
Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend
upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company), as reasonably determined
by the Company, upon the advice of counsel to the Company.


 


“Registration
Statement” means any registration statement required to be filed pursuant to Section 2(a) of this Schedule, including
(in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference
in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 






    	16



    	 



    

 


2.             Piggy-Back Registration.


 


(a)   
If, at any time prior to the first anniversary of the Effective Date (as defined in the Share Purchase Agreement) the Company
shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or
a resale offering by any of its stockholders under the Securities Act of any of its equity securities, other than on Form S-4 or
Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s
stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination
and, if within fifteen (15) days after the date of the delivery of such notice, any such Holder shall so request in writing, the
Company shall include in the Registration Statement all or any part of such Registrable Securities such Holder requests to be registered;
provided, that the Company shall not be required to register any Registrable Securities pursuant to this Section that are
(i) eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated
by the Commission pursuant to the Securities Act or (ii) the subject of a then effective registration statement. The Registration
Statement shall contain substantially the “Plan of Distribution” attached hereto as Annex 1 with respect to
the Registrable Shares. Subject to the terms of this Schedule, the Company shall use its reasonable best efforts to cause the Registration
Statement filed under this Section to be declared effective under the Securities Act as promptly as reasonably practical after
the filing thereof and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the
Securities Act until all Registrable Securities covered by the Registration Statement (i) have been sold, thereunder or pursuant
to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel
to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent
and the affected Holders (the “Effectiveness Period”).


  


(b)  
If the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule
415, be registered for resale as a secondary offering on a single registration statement, the Company will promptly inform each
of the Holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required
by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission on another
appropriate form.


  


(c)   
Notwithstanding any other provision of this Schedule, if the Commission or any SEC Guidance sets forth a limitation on the
number of Registrable Securities permitted to be registered on a registration statement as a secondary offering (and notwithstanding
that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable
Securities), unless otherwise directed in writing by a Holder as to the Registrable Securities, the number of the Registrable Securities
to be registered on the Registration Statement may be reduced by the Company it its sole discretion without prior consultation
with any Holder.


 






    	17



    	 



    

 


 


3.             Registration Procedures. In connection with the Company’s registration obligations under this Schedule:


 


(a)   
Each Holder will furnish to the Company a completed Selling Stockholder Questionnaire in the form attached to this Schedule
as Annex 2 with four (4) business days following the date on which such Holder receives a request for Annex 2 from
the Company.


 


(b)  
(i) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the
Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously
effective (subject to any requirement that a post-effective amendment be declared effective by the Commission) as to the Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements to register
for resale under the Securities Act all of the Registrable Securities subject to any SEC Guidance that sets forth a limitation
on the number of Registrable Securities permitted to be registered on a particular Registration Statement; (ii) cause the
related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Schedule),
and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to
any comments received from the Commission with respect to the Registration Statement or any amendment; and (iv) comply in
all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition
of all Registrable Securities covered by the Registration Statement during the applicable period in accordance (subject to the
terms of this Schedule) with the intended methods of disposition by the Holders thereof set forth in the Registration Statement
as so amended or in such Prospectus as so supplemented.


 


(c)   
[reserved]


  


(d)  
The Company shall notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through
(vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made)
as promptly as reasonably possible (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration
Statement is proposed to be filed (but not including (i) any Exchange Act filing or (ii) any supplement or post-effective
amendment to a registration statement that is not related to such Holder’s Registrable Securities), (B) when the Commission
notifies the Company whether there will be a “review” of the Registration Statement and whenever the Commission comments
in writing on the Registration Statement, and (C) with respect to the


 






    	18



    	 



    

 


Registration Statement or any post-effective amendment,
when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority
for amendments or supplements to the Registration Statement or Prospectus or for additional information, (iii) of the issuance
by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of
the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in the Registration
Statement ineligible for inclusion therein or any statement made in the Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration
Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may
be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of
the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material
and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of the Registration Statement or Prospectus; provided, that in no event shall any such notice contain any information which
would constitute material, non-public information regarding the Company or any of its Subsidiaries.





 


(e)   
The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any
order stopping or suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification
(or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable
moment.


 





(f)   
The Company shall furnish to each Holder, without charge, at least one conformed copy of the Registration Statement and
each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein
by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that
any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.


 






    	19



    	 



    

 





(g)  
Subject to the terms of this Schedule, the Company hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 





(h)  
If requested by a Holder, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery
of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which
certificates shall be free, to the extent permitted by this Schedule, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such Holder may request.


 


(i)    
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances
taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of
the premature disclosure of such event, the Company shall prepare a supplement or amendment, including a post-effective amendment,
to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement
nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend
the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of
such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly
as is practicable. The Company shall be entitled to exercise its right under this Section 3(i) to suspend the availability
of the Registration Statement and Prospectus for a period not to exceed 120 calendar days (which need not be consecutive days)
in any 12-month period.


  


(j)    
The Company shall comply with all applicable rules and regulations of the Commission in connection with obtaining and maintaining
the effectiveness of the Registration Statement required to be filed and maintained with the Commission under this Schedule.


  


(k)  
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of
Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting
and dispositive control over the shares


 


 



    	20



    	 



    




4.             Registration Expenses. All fees and expenses incident to the performance of or compliance with, the provisions of
this Schedule by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration
Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration
and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public
accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with
any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities
or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel
for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses
(including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone
and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance,
if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection
with the provisions of this Schedule. In addition, the Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by the provisions of this Schedule (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit
and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required
hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder.





  


5.             Indemnification.


 


(a)   
Indemnification by the Company. The Company shall, notwithstanding any termination of its other obligations under
this Schedule, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including
brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin
call of Common Stock) and employees (and any other Persons with a functionally equivalent role of a Person holding such titles,
notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members,
stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such
titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to


 






    	21



    	 



    

 


the fullest extent permitted
by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any
untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder,
in connection with the performance of its obligations under the provisions of this Schedule, except to the extent, but only to
the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished
in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder
or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing
by such Holder expressly for use in the Registration Statement, such Prospectus or in any amendment or supplement thereto (it being
understood that the Holder has approved Annex 1 hereto for this purpose) or (ii) in the case of an occurrence of an
event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable
Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable
for use by such Holder and prior to the receipt by such Holder of the Advice, but only if and to the extent that following the
receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify
the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the provisions
of this Schedule of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders.


  


(b)  
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company,
its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons,
to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based
solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities
Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in the Registration
Statement, any Prospectus, or in






    	22



    	 



    

 


any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
(i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished
in writing by such Holder to the Company expressly for inclusion in the Registration Statement or such Prospectus or (ii) to
the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it
being understood that the Holder has approved Annex 1 hereto for this purpose), such Prospectus or in any amendment or supplement
thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent,
but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the
Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such
Holder and prior to the receipt by such Holder of the Advice, but only if and to the extent that following the receipt of the Advice
the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling
Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder upon
the sale of the Registrable Securities giving rise to such indemnification obligation.


  


(c)   
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled
to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from
whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right
to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment
of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party
to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Schedule, except
(and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party. An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume
the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding or
(3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely
to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than
one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding
in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified
Party from all liability on claims that are the subject matter of such Proceeding.


 


 



    	23



    	 



    




 


Subject to the terms of this
Schedule, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be
paid to the Indemnified Party, as incurred, within ten (10) business days after written notice thereof to the Indemnifying Party;
provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination
is not subject to appeal or further review) not to be entitled to indemnification hereunder.


  


(d)  
Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient
to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified
Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in this Schedule, any reasonable attorneys’ or other fees or expenses incurred by such
party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification
provided for in this Section was available to such party in accordance with its terms.


 






    	24



    	 



    

 


The parties hereto agree that
it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or
by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute pursuant to this
Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder
from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


The indemnity and contribution
agreements contained in the provisions of this Schedule are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.


 


6.             Miscellaneous.


 


(a)   
Remedies. If a breach by the Company or by a Holder of any of their respective obligations under this Schedule occurs,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this
Schedule, including recovery of damages, shall be entitled to specific performance of its rights under this Schedule.





 


(b)  
Compliance. Each Holder will comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration
Statement.


 


(c)   
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder
will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed
as promptly as is practicable.


 






    	25



    	 



    

 


(d)  
Amendments and Waivers. The provisions of this Schedule, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and the Holders of a majority or more of the then outstanding Registrable Securities.


 


(e)   
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be delivered as set forth in the Share Purchase Agreement.





 


(f)   
No Inconsistent Agreements. If there is any inconsistency between the provisions of this Schedule and the Share Purchase
Agreement, the provisions of the Share Purchase Agreement shall prevail.


 


(g)  
Severability. If any term, provision, covenant or restriction of this Schedule is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


  


(h)  
Headings. The headings in this Schedule are for convenience only, do not constitute a part of this Schedule and shall
not be deemed to limit or affect any of the provisions hereof.


 


 



    	26



    	 



    




 


Annex 1



 


Plan of Distribution


 


Each Selling
Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the OTC Bulletin Board or any stock exchange, market
or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Stockholder may use any one or more of the following methods when selling securities:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;



  


		·	block trades in which the broker-dealer will attempt to sell the securities
as agent but may position and resell a portion of the block as principal to facilitate the transaction;



  


		·	purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;



  


		·	an exchange distribution in accordance with the rules of the applicable exchange;



  


		·	privately negotiated transactions;



  


		·	settlement of short sales;



  


		·	in transactions through broker-dealers that agree with the Selling Stockholders
to sell a specified number of such securities at a stipulated price per security;



  


		·	through the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;



  


		·	a combination of any such methods of sale; or



  


		·	any other method permitted pursuant to applicable law.



 


The Selling Stockholders may
also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available,
rather than under this Prospectus.


 






    	27



    	 



    

 


Broker-dealers engaged by the
Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess
of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.


 


In connection
with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter
into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


 


The Selling
Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions
and markups which, in the aggregate, would exceed eight percent (8%).


 


The Company
is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


Because Selling
Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the
prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this
prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with
the proposed sale of the resale securities by the Selling Stockholders.


 






    	28



    	 



    

 


We agreed
to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement
for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule
of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities
Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not
be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.


 


Under applicable
rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and
sales of the common stock by the Selling Stockholders or any other person. We will make copies of this Prospectus available to
the Selling Stockholders and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 


 


 



    	29



    	 



    




Annex 2 


 


SUREPURE, INC.


 


Selling Stockholder Notice
and Questionnaire


 


The undersigned
beneficial owner of common stock (the “Registrable Securities”) of SurePure, Inc., a Nevada corporation (the
“Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission
(the “Commission”) the registration statement (the “Registration Statement”) for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable
Securities, in accordance with the terms of the Registration Rights Schedule (the “Registration Rights Schedule”)
to which this document is annexed. A copy of the Registration Rights Schedule is available from the Company upon request at the
address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration
Rights Schedule.


 


Certain legal
consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner
(the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement.


 


The undersigned hereby provides
the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1. Name.


  


 


	 	 	 
	(a)	 	Full Legal Name of Selling Stockholder:
	(b)	 	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:



 


 






    	30



    	 



    

 


	 	 
	(c)	 	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):


2. Address for Notices to Selling
Stockholder:


 


 


	 	 	 
	Telephone:	 	 


 


	 	 	 
	Fax:	 	 


 


 


	 	 	 
	Contact Person:	 


 


3. Broker-Dealer Status:


  


	 	(a)	Are you a broker-dealer? 


Yes             No
            


  


	 	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? 


Yes             No
            


 






    	31



    	 



    




 


 


	 	Note:	If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 





 


	 	(c)	Are you an affiliate of a broker-dealer? 


Yes             No
            





 


	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? 


Yes             No
            





 


	 	Note:	If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 



 


 






    	32



    	 



    

 


4. Beneficial Ownership of Securities
of the Company Owned by the Selling Stockholder.


 


Except as set forth below in
this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities
issuable pursuant to the Share Purchase Agreement.


  


	 	(a)	Type and Amount of other securities beneficially owned by the Selling Stockholder: 


 





5. Relationships with the Company:


 


Except as set forth below, neither
the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or
its predecessors or affiliates) during the past three years.


 


State any exceptions here:


  


 


	 	 	 
	 
	 


The undersigned agrees to promptly
notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.


 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus and any amendments or supplements thereto.


 


 






    	33



    	 



    

 


IN WITNESS
WHEREOF the undersigned, by authority duly given, has caused this Selling Stockholder Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent.


 


 


 


	 	 	 	 	 	 
	Date:	 	 	Beneficial Owner:


  


	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	By:	 
	 	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	 	Title:


 


PLEASE FAX A COPY (OR EMAIL A
..PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 






    	34