EXHIBIT 10.46


 


SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES PURCHASE
AGREEMENT (this “Agreement”) is made as of the 11th day of February, 2016 (the “Effective Date”),
by and between SurePure, Inc., a Nevada corporation (the “Company”),
and SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability
company (the “Investor”).


 


RECITALS


 


WHEREAS, the Investor
wishes to purchase from the Company, and the Company wishes to issue and sell to the Investor, upon the terms and conditions stated
in this Agreement, a US$330,000 Promissory Note (the “Note”), convertible under certain conditions into shares
of the Company’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto
as Exhibit A.


 


NOW THEREFORE, in consideration
of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1.          Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement,
the following terms shall have the meanings set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common control with, such Person.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


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


 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.


 


“Confidential
Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications,
support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related
information).


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”)
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 




     

     

    

 


“Intellectual
Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or
not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names,
logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software
(including but not limited to data, data bases and documentation).


 


“Material Adverse
Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or
otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to
perform its obligations under the Transaction Documents.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Principal Market”
means the OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor thereto); provided, however, that
in the event the Common Stock is ever quoted, listed or traded on The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ
Global Select Market, the New York Stock Exchange, the NYSE MKT, the NYSE Arca, or the OTCQX operated by the OTC Markets Group,
Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean
such other market or exchange on which the Common Stock is then listed or traded.


 


“Purchase Price”
means Three Hundred Thousand Dollars (US$300,000).


 


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


 


“Securities”
means the Note and the shares of Common Stock issuable upon conversion thereof (the “Shares”).


 


“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


“Transfer Agent”
means Vstock Transfer, LLC, or such other Person who is then serving as the transfer agent for the Company in respect of the Common
Stock.


 


“Transaction
Documents” means this Agreement, the Note, the Irrevocable Transfer Agent Instructions and all ancillary and supporting
documents of the foregoing.


 


“1933 Act”
means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 




     

     

    

 


2.          Purchase
and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the
Investor the Note in the principal amount of US$330,000.00. 


 


3.          Closing.
Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Investor, the
Company shall deliver to the Investor the Note registered in the name of the Investor, and the Investor shall cause a wire transfer
in same day funds to be sent to the account of the Company or a Subsidiary, as instructed in writing by the Company prior to the
Closing, in an amount representing the Purchase Price (the “Closing Date”).


 


4.          Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as set forth in the
schedules delivered herewith (collectively, the “Disclosure Schedules”):


 


4.1           Organization,
Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority
to carry on its business as now conducted and to own its properties. Each of the Company and its Subsidiaries is duly qualified
to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not and could
not reasonably be expected to have a Material Adverse Effect. The Company’s current existing Subsidiaries are listed in the
Company’s most recent 10-K filed with the SEC.


 


4.2           Authorization.
The Company has full power and authority and, has taken all requisite action on the part of the Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization
of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation
for issuance) and delivery of the Securities. The Transaction Documents constitute the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.


 


4.3           Capitalization.



 


(a)          As
of the Effective Date, the authorized capital stock of the Company consists of 200,000,000 shares of Common Stock and 31,155,282
shares of preferred stock; (b) the number of shares of capital stock issued and outstanding is 58,533,992 shares of Common Stock
and 14,800,000 shares of preferred stock designated as Nonvoting Convertible Preferred Stock; (c) the number of shares of capital
stock issuable pursuant to the Company’s stock plans is 3,000,000; and (d) the number of shares of capital stock issuable
and reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable
for any shares of capital stock of the Company is 17,800,000. All of the issued and outstanding shares of the Company’s capital
stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights. All of the
issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid,
nonassessable and free of pre-emptive rights. All of the issued and outstanding shares of capital stock of each Subsidiary have
been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance
with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and
of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or
contractual rights with respect to any securities of the Company. Other than described herein, there are no outstanding warrants,
options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of
its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement,
neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind.


 




     

     

    

 


(b)          The
issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities
to any other Person (other than the Investor) and will not result in the adjustment of the exercise, conversion, exchange or reset
price of any outstanding security.


 


(c)          The
Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect
giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.


 


4.4           Valid
Issuance. The issuance of the Securities has been duly and validly authorized and, when issued and paid for pursuant to this
Agreement, shall be free and clear of all encumbrances and restrictions (other than those created by the Investor), except for
restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws. Upon the due conversion
of the Note, the Shares will be validly issued, fully paid and non-assessable free and clear of all encumbrances and restrictions,
except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws and except
for those created by the Investor. The Company shall have reserved a sufficient number of shares of Common Stock for issuance upon
the conversion and exercise of the Note as set forth in the Note, free and clear of all encumbrances and restrictions, except for
restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws and except for those created
by the Investor.


 


4.5           Consents.
The execution, delivery and performance by the Company of the Transaction Documents, and the offer, issuance and sale of the Securities
require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than
filings that have been made pursuant to applicable state securities laws, and post-sale filings pursuant to applicable state and
federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the
representations and warranties of the Investor set forth in Section 5 hereof, the Company has taken all action necessary
to exempt (i) the issuance and sale of the Securities, (ii) the issuance of the Shares upon due conversion of the Note, and (iii)
the other transactions contemplated by the Transaction Documents from the provisions of any shareholder rights plan or other “poison
pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which
the Company or any of its assets and properties may be subject and any provision of the Company’s Articles of Incorporation
or Bylaws that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated
hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities
by the Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction Documents.


 


4.6           Delivery
of SEC Filings; Business. The Company has made available to the Investor through the EDGAR system, true and complete copies
of the Company’s most recent Annual Report on Form 10-K for its last fiscal year (the “10-K”), and all
other reports filed by the Company pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) since the
filing of the 10-K and prior to the Effective Date (collectively, the “SEC Filings”). The SEC Filings are the
only filings required of the Company pursuant to the 1934 Act for such period. The Company and its Subsidiaries are engaged in
all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description
in all material respects of the business of the Company and its Subsidiaries, taken as a whole.


 




     

     

    

 


4.7           Use
of Proceeds. The net proceeds of the sale of the Note hereunder shall be used by the Company as set forth in Section 6.3
of this Agreement. The Company agrees that it shall not use the funds from this Agreement, at any time, to lend money, give credit
or make advances to any officers, directors, employees, Subsidiaries and Affiliates of the Company.


 


4.8           No
Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company
and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions
of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect
on the date hereof (true and complete copies of which have been made available to the Investor through the EDGAR system), or (ii)(a)
any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction
over the Company, any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument to which the
Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective assets
or properties is subject.


 


4.9           Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, or any of its Subsidiaries for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Company.


 


4.10         No
Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any
general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any
of the Securities.


 


4.11         No
Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances
that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated
hereby or would require registration of the Securities under the 1933 Act.


 


4.12         Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company
or its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors in their capacities
as such, which could reasonably be expected to have a Material Adverse Effect.


 


4.13         Sarbanes-Oxley.
The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it as of
the Effective Date.


 


4.14         Foreign
Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other Person acting on behalf of
the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials
or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully
any contribution made by the Company (or made by any Person acting on its behalf of which the Company is aware) which is in violation
of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 




     

     

    

 


4.15         Tax
Status. Except as set forth on Schedule 4.15, the Company and each of its Subsidiaries has made or filed all federal and state
income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless
and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate
for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that
are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in
good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. Except as set forth on Schedule 4.15 or in the SEC Filings, there
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.


 


4.16         Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable
title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case
free and clear of all liens, encumbrances and defects (“Liens”) and, except for Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor
subject to penalties. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under
valid, subsisting and enforceable leases with which the Company and its Subsidiaries are in compliance with such exceptions as
are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and
its Subsidiaries.


 


4.17         Regulatory
Permits. Except as set forth in the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2012 (the
“Super 8-K”) and each of the Company’s subsequent Annual Reports on Form 10-K and Registration Statements
on Form S-1 filed with the SEC after the filing date of the Super 8-K, the Company and its Subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permit.


 


4.18         Acknowledgment
Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity of
arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The
Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by
the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor’s purchase of the Note. The Company further represents to the Investor
that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by
the Company and its representatives and advisors.


 




     

     

    

 


4.19         Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted.
None of the Company’s material trademarks, trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property
rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two (2) years from
the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its
Subsidiaries of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names,
service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar
or identical trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought
against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade
name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret
or other infringement, which could reasonably be expected to have a Material Adverse Effect.


 


4.20         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 pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received any notice from
any Person to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market.
The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all
such listing and maintenance requirements.


 


4.21         Accountants.
Except as set forth in Schedule 4.21, the Company’s accountants are set forth in the SEC Documents and, to the knowledge
of the Company, such accountants are an independent registered public accounting firm as required by the Securities Act.


 


4.22         No
Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases
of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any
other securities of the Company.


 


4.23         Shell
Company Status. Except as set forth in Schedule 4.21, the Company is not currently, and has never been, an issuer identified
in Rule 144(i)(1) under the Securities Act.


 


4.24         No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)
under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is
subject to a Disqualification Event.


 


4.25         Investment
Company. The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


4.26         DTC
Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer
(FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer
(FAST) Program.


 




     

     

    

 


4.27         Private
Placement. The offer and sale of the Securities to the Investor as contemplated hereby is exempt from the registration requirements
of the 1933 Act.


 


5.          Representations
and Warranties of the Investor. The Investor hereby represents and warrants to the Company that:


 


5.1           Organization
and Existence. The Investor is a validly existing corporation, limited partnership, limited liability company or other legal
entity, and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities
pursuant to this Agreement.


 


5.2           Authorization.
The execution, delivery and performance by the Investor of the Transaction Documents to which such Investor is a party have been
duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability, relating to or affecting creditors’ rights generally.


 


5.3           Purchase
Entirely for Own Account. The Securities to be received by the Investor hereunder will be acquired for such Investor’s
own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the
1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same
in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose
of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein
shall be deemed a representation or warranty by the Investor to hold the Securities for any period of time. The Investor is not
a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.


 


5.4           Investment
Experience. The Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment contemplated hereby.


 


5.5           Disclosure
of Information. The Investor has had an opportunity to receive all information related to the Company requested by it and to
ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering
of the Securities. The Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other due diligence
investigation conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement.


 


5.6           Restricted
Securities. The Investor understands that the Securities are characterized as “restricted securities” under the
U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only
in certain limited circumstances.


 


5.7           Legends.
It is understood that, except as provided below, certificates evidencing the Securities may bear the following or any similar legend:


 




     

     

    

 


(a)          “The
securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities
Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144(i), or (iii) the Company has received an opinion
of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act
of 1933 or qualification under applicable state securities laws.”


 


(b)          If
required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such
state authority.


 


5.8           Accredited
Investor. The Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.


 


5.9           No
General Solicitation. The Investor did not learn of the investment in the Securities as a result of any public advertising
or general solicitation.


 


6.          Conditions
to Closing; Covenants.


 


6.1           Conditions
to the Investor’s Obligations. The obligation of the Investor to purchase the Note at Closing is subject to the
fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may
be waived in writing by the Investor:


 


(a)          The
representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct
at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of
an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations
and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all
material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly
speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects
as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required
to be performed or observed by it on or prior to the Closing Date.


 


(b)          The
Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation
of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents,
all of which shall be in full force and effect.


 


(c)          No
judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby
or in the other Transaction Documents.


 


(d)          The
Company shall have executed and delivered the Note to the Investor.


 


(e)          The
Company shall have executed and delivered the Irrevocable Transfer Agent Instructions in the Form attached hereto as Exhibit
B.


 




     

     

    

 


(f)          the
Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting conversions under
the Note, 5,000,000 shares of Common Stock. 


 


(g)          The
Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in the
State of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Days of the Effective
Date.


 


(h)          No
stop order or suspension of trading shall have been imposed by the Principal Market on which the Company’s common stock is
traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.


 


6.2           Conditions
to Obligations of the Company. The Company’s obligation to sell and issue the Note at Closing is subject to the fulfillment
to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the
Company:


 


(a)          The
representations and warranties made by the Investor in Section 5 hereof, other than the representations and warranties
contained in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment
Representations”), shall be true and correct in all material respects when made, and shall be true and correct in all
material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Investment
Representations shall be true and correct in all respects when made, and shall be true and correct in all respects on the Closing
Date with the same force and effect as if they had been made on and as of said date. The Investor shall have performed in all material
respects all obligations and conditions herein required to be performed or observed by them on or prior to the Closing Date.


 


6.3           Use
of Proceeds. The Company shall not use the funds from this Agreement and the Note issued hereunder, at any time, to lend money,
give credit or make advances to any officers, directors, employees, Subsidiaries and Affiliates of the Company. The net proceeds
of the sale of the Note hereunder shall be used by the Company as follows:


 


(a)          approximately
One Hundred Ten Thousand Dollars (US$110,000.00) shall be allocated and used for the Company’s acquisition/maintenance of
pumps, crating and freight to secure on time unit delivery;


 


(b)          approximately
One Hundred Thousand Dollars (US$100,000.00) shall be allocated and used for the Company’s professional fees regarding the
compliance filing with the SEC of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, including but not
limited to legal fees, audit fees and otherwise, and


 


(c)          approximately
Ninety Thousand Dollars (US$90,000.00) shall be allocated and used for the Company’s selling, general and administrative
expenses not covered by subsections (a) and (b) of this Section 6.3 above. 


 


6.4           Short
Sales. Prior to the maturity date of the Note, neither the Investor nor any Affiliate of the Investor acting on its behalf
or pursuant to any understanding with it, shall execute any Short Sales of the Common Stock. “Short Sales” shall
include all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act; provided, however,
that in no event shall either the issuance of Shares to be received but not yet delivered pursuant to conversion of the Note be
deemed a Short Sale or the sale of any Securities issued under this Agreement be deemed a Short Sale.


 




     

     

    

 


6.5           Limitation
on Variable Rate Transactions. From and after the Effective Date until the Company’s complete repayment of all amounts
owed and outstanding under the Note, the Company shall be prohibited from effecting or entering into an agreement to effect any
issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof)
involving a Variable Rate Transaction, other than in connection with an Exempt Issuance. “Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable
or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at
a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of
or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion,
exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity
security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company
or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average”
anti-dilution provisions) or (ii) enters into any agreement, including, but not limited to, an “equity line of credit”,
“at-the-market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents,
whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance”
means the issuance of (a) Common Stock or options to employees, officers, directors or vendors of the Company pursuant to any stock
or option plan duly adopted for such purpose, by the Company’s Board of Directors or a majority of the members of a committee
of directors established for such purpose, or (b) securities issuable upon the exercise or exchange of or conversion of any Securities
issued hereunder or under the Notes and/or other securities exercisable or exchangeable for or convertible into Common Stock issued
and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement
to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities.


 


6.6           Termination
of Obligations to Effect Closing; Effects.


 


(a)          The
obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows:


 


(i)          Upon
the mutual written consent of the Company and the Investor;


 


(ii)         By
the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not
have been waived by the Company; or


 


(iii)        By
the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not
have been waived by the Investor; 


 


provided, however, that, except in the
case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any
of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such
breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.


 


7.          Survival
and Indemnification.


 


7.1           Survival.
The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions
contemplated by this Agreement.


 




     

     

    

 


7.2           Indemnification.
The Company shall indemnify and hold harmless the Investor and its Affiliates and their respective directors, officers, employees
and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable
attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to
which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to
be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts
as they are incurred by such Person.


 


7.3           Conduct
of Indemnification Proceedings. Promptly after receipt by any Person (the “Indemnified Person”) of notice
of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or
investigation in respect of which indemnity may be sought pursuant to Section 7.2, such Indemnified Person shall promptly
notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably
satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however,
that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder
except to the extent that the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel;
or (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for any settlement
of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such
consent, or if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person
from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior
written consent of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not affect any settlement
of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified
Person from all liability arising out of such proceeding.


 


8.          Miscellaneous.


 


8.1           Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investor,
as applicable, provided, however, that the Investor may assign its rights and delegate its duties hereunder in whole or in part
to an Affiliate or to a third party acquiring some or all of its Securities in a private transaction without the prior written
consent of the Company, after notice duly given by such Investor to the Company. The provisions of this Agreement shall inure to
the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


8.2           Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.


 


8.3           Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 




     

     

    

 


8.4           Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, and (ii) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one
business day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows,
or at such other address as such party may designate by ten days’ advance written notice to the other party:


 


If to the Company:


 


SurePure, Inc.


 


405 Lexington Avenue, 25th Floor

New York, NY 10174

Attention: Stephen M. Robinson


 


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


 


Barton LLP


420 Lexington Ave., 18th Floor


New York, NY 10107


Attention: William A. Newman, Esq.


 


If to the Investor:


 


SBI Investments LLC, 2014-1


369 Lexington Avenue, 2nd Floor


New York, NY 10017


Attention: Peter Wisniewski


 


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


 


K&L Gates, LLP


200 S. Biscayne Boulevard


Suite 3900


Miami, FL 33131


Attention: John D. Owens III, Esq.


 




     

     

    

 


8.5           Expenses.
The parties hereto shall pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced
by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction
Documents, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata share
of the reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party
in such proceedings.


 


8.6           Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities
purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.


 


8.7           Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.


 


8.8           Entire
Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents
constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all
prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.


 


8.9           Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 




     

     

    

 


8.10         Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York, without regard to principles of conflicts of law. THE COMPANY AND INVESTOR WAIVE ANY
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASIS. Each party hereby
submits to the exclusive jurisdiction of the state and federal courts located in New York, New York. If the jury waiver set forth
in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this Agreement
or any of the transactions contemplated herein will be finally settled by binding arbitration in New York, New York in accordance
with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance
with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to rules of conflicts
of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim
equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the arbitration, including the arbitrator’s
fees and expert witness fees, incurred by the parties to the arbitration, may be awarded to the prevailing party, in the discretion
of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. Unless and until
the arbitrator decides that one party is to pay for all (or a share) of such expenses, both parties shall share equally in the
payment of the arbitrator’s fees as and when billed by the arbitrator.


 


** signature page follows **


 




     

     

    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement or caused their duly authorized officers to execute this Agreement as of the Effective Date.


 


	 	The Company:
	 	 
	 	SUREPURE, INC.
	 	 
	 	By:	/s/ Stephen M. Robinson
	 	Name: Stephen M. Robinson
	 	Title: Chief Financial Officer
	 	 
	 	The Investor:
	 	 
	 	SBI INVESTMENTS LLC, 2014-1
	 	 
	 	By:	/s/ Peter Wisniewski
	 	Name: Peter Wisniewski
	 	Title: President