AMENDMENT TO


SHARE PURCHASE AGREEMENT


 


AMENDMENT TO SHARE
PURCHASE AGREEMENT


 


This Amendment to Share
Purchase Agreement (this “Amendment”) is dated February 13, 2014, intended to be effective as of January 31, 2014,
and amends the Share Purchase Agreement (the “Share Purchase Agreement”), dated as of November 22, 2013, between SurePure,
Inc., a Nevada Company (the “Company”), and Regency Capital Corporation, a corporation formed under the laws of the
Turks and Caicos Islands (the “Purchaser”). Capitalized terms used in this Agreement without definition shall have
the respective meanings given them in the Share Purchase Agreement.


 


WHEREAS, the Company
and the Purchaser have entered into the Share Purchase Agreement, under which the Purchaser agreed to purchase up to 600,000 Shares
on the terms and conditions set forth therein, of which 430,000 Shares were subject to an option right of the part of the Purchaser;


 


WHEREAS, the Purchaser
has fully exercised its option to purchase such 430,000 Shares and has requested the right to purchase up to an additional 500,000
Shares as if such Shares were Additional Shares;


 


WHEREAS, the Company
is willing to grant the Purchaser the right to purchase up to such 500,000 Additional Shares on the condition that the purchase
of such Additional Shares be completed prior to March 31, 2014; and


 


WHEREAS, the Board
of Directors of the Company has determined that it would be in the best interests of the Company and its shareholders for the Company
to grant the requested right to purchase up to 500,000 Additional Shares to the Purchaser.


 


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:


 


1.            Article II of the Share Purchase Agreement is hereby amended by adding a new Section 2.3 to read as follows and by renumbering
the former Section 2.3 as Section 2.4, the former Section 2.4 as Section 2.5 and the former Section 2.5 as Section 2.6:


 


“2.3 Second
Option to Purchase Additional Shares. At the option of the Purchaser to be exercised not later than March 31, 2014, the Company
will sell to the Purchaser, and the Purchaser will purchase from the Company, up to 500,000 Shares (the “Second Installment
Additional Shares”) in addition to the Committed Shares on not less than five (5) Business Days’ notice to the
Company. Within two (2) Business Days after its receipt of a notice from the Purchaser stating that it will exercise its right
to purchase all or part of the Second Installment Additional Shares under this Section, the Company will notify the Purchaser of
the applicable Purchase Price for the number of Second Installment Additional Shares


 






    	 



    	 



    

 


being purchased, which Purchase Price shall,
in the absence of manifest error, be binding on the Purchaser. Upon satisfaction of the covenants and conditions set forth in Section
2.5, each Additional Share Closing shall occur at the Company’s office at 405 Lexington Avenue, 25th Floor, New
York, NY 10104 or such other location as the parties shall mutually agree. At each Additional Share Closing, (a) the Purchaser
shall deliver to the Company the applicable Purchase Price times the number of Additional Shares being purchased in United States
dollars and in immediately available funds wired in accordance with wire transfer instructions that the Company shall have most
recently provided to the Purchaser, and (b) within ten (10) Business Days following receipt of the Purchase Price therefor, the
Company shall send the Additional Shares purchased on the date of the Additional Share Closing to the Purchaser at its address
set forth on the execution page to this Agreement.”


 


2.             The definition of “Additional Share Closing” in Section 1.1 is amended in full to read as follows:


 


 


 


“Additional
Share Closing” means each closing of a purchase and sale of any Additional Shares or any of the Second Installment Additional
Shares, as the case may be.”


 


 


3.             Section 2.4 (as renumbered) is hereby amended in full to read as follows:


 


 


“2.4
Purchase Price. The purchase price (the “Purchase Price”)
for the Shares shall be as follows: 


 


(a)  for
the Committed Shares, $1.00 per share; and


 


(b)  for
the Additional Shares and the Second Installment Additional Shares, the greater of (i) $1.00 per share and (ii) 92% of VWAP for
the twenty (20) Trading Days ending on the third (3rd) Trading Day prior to the date of the Additional Share Closing.”


 


 


4.             The Share Purchase Agreement shall remain unmodified and unamended in all other respects.


 






    	 



    	 



    

 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to 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