Exhibit 10.45


 


 


AGREEMENT 


 


THIS AGREEMENT is made
as of the 16th day of November 2015 (the “Effective Date”), between SurePure, Inc., a corporation formed under the
laws of the State of Nevada (the “Company”), having its address at 405 Lexington Avenue, 25th Floor, New
York, NY 10174, and ProActive Capital Resources Group LLC (the “Consultant”), a Delaware limited liability company
having its address at 535 Fifth Avenue, 24th Floor, New York, NY 10017.


 


WHEREAS, the Company
and the Consultant are parties to an Agreement, dated August 26, 2013 (the “Services Agreement”), under which the Consultant
provides certain strategic advisory, investor relations and public relations services to the Company;


 


WHEREAS, the Consultant
is owed the amount of US $36,000 of fees for services performed under the Services Agreement as of November 10, 2015;


 


WHEREAS, the Company
desires to discharge its obligations to pay the Consultant by issuing and delivering to the Consultant 180,000 shares of its Common
Stock, par value $0.001 (the “Shares”), in exchange for a full and complete release of any and all claims the Consultant
may have against the Company for $36,000 of fees owed at the current time; and


 


WHEREAS, the Consultant
desires to accept the Shares as payment for $36,000 of the fees that the Company owes to the Consultant under the Services Agreement
at the current time.


 


NOW, THEREFORE, in
consideration of the mutual premises set forth below, the parties to this Agreement hereby agree as follows:


 


1.  The Company
will issue the Shares to the Consultant, and the Consultant will accept the Shares, as payment in full of all obligations owing
to the Consultant under Section 1. The Company will issue and deliver the Shares to the Consultant within 15 business days after
the date on which all parties have executed this Agreement (the date on which all parties have executed this Agreement being defined
as the “Effective Date”).


 


2. The Consultant
acknowledges that under the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”),
the Shares are “restricted securities” and, unless the resale of the Shares has been registered with the Commission
under the Securities Act of 1933, as amended (the “Securities Act”), the Shares may not be resold in any transaction
unless the sale is registered under the Securities Act or is otherwise exempt from the registration requirements of the Securities
Act. No Shares shall be pledged, assigned by way of security or otherwise used as security and shall remain free and clear of any
liens, encumbrances, charges or any other third party rights.


 


3. In light of
the foregoing restrictions set forth in Section 3, if at any time prior to the second anniversary of the Effective Date the Company
shall determine to prepare and file with the Commission a registration statement (the “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 include all of the
Shares in the Registration Statement. The Company will use commercially reasonable efforts to cause the Commission to declare the
Registration Statement effective reasonably promptly and will maintain the effectiveness of the Registration Statement for a period
of two (2) years or until all of the Shares have been sold, if sooner. The Consultant will cooperate fully with the Company in
the discharge of its obligations under this Section and will provide all information and enter into such further agreements as
may be required to have the Registration Statement declared effective.


 






     


     


    

  


4. The Consultant
hereby releases and discharges the Company, SPOAG and SPMSA and their respective officers, directors, executives, principals, employees,
heirs, executors, administrators, successors and assigns, from all actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which against the Consultant,
his successors and assigns ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause
or thing whatsoever from the beginning of the world to the effective date of this Agreement, except the balance of the fees remaining
unpaid after giving effect to assumption and payment under Sections 1 and 2, which balance shall remain outstanding and payable
in accordance with its terms. The Consultant represents and warrants that he has not assigned or transferred to any other person,
entity, or party any claim, cause of action, or other item that is, would be, or might be encompassed by the releases set forth
in this Section 5, and that no such assignment or transfer has occurred by operation of law or otherwise.


 


5. This Agreement
constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior
oral or written agreements, if any, between the parties with respect to such subject matter and, except as otherwise expressly
provided herein, is not intended to confer upon any other person any rights or remedies hereunder. Any amendments hereto or modifications
hereof must be made in writing and executed by each of the parties. Any failure by a party to enforce any rights hereunder shall
not be deemed a waiver of such rights.


 


6. This Agreement
shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflict of laws
principles. The parties agree that any suit, action or proceeding between the parties hereto arising out of or relating in any
manner to the Agreement shall be instituted exclusively in the federal or state courts located in the State of New York.


 


7. If any section,
term or provision of this Agreement shall be held or determined to be unenforceable, the balance of this Agreement shall nevertheless
continue in full force and effect unaffected by such holding or determination.


 






     


     


    

  


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.


 





	 	ProActive Capital Resources Group, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Jeffrey Ramson
	 	 	Name:Jeffrey
Ramson
	 	 	Title:President
	 	 	 
	 	 	 
	 	SurePure, Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Stephen Robinson
	 	 	Name:Stephen Robinson
	 	 	Title:Chief Financial Officer