Exhibit 10.1


 


 


 


EQUITY PURCHASE AGREEMENT


 


 





BY AND BETWEEN


 


 


VNUE, INC.


 





AND


 


 


TARPON BAY PARTNERS LLC





 


 


Dated


 


 


February 18, 2016


 







    	 



    	 



    

 


THIS EQUITY PURCHASE AGREEMENT entered
into as of the 18th day of February, 2016 (this "AGREEMENT"), by and between TARPON BAY PARTNERS LLC,
a Florida limited liability company ("INVESTOR"), and VNUE, INC., a Nevada corporation (the "COMPANY").


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Investor, from
time to time as provided herein, and Investor shall purchase up to Ten Million Dollars ($10,000,000) of the Company’s Common
Stock (as defined below); and


 





NOW, THEREFORE, the
parties hereto agree as follows:


 


ARTICLE I


 


CERTAIN DEFINITIONS


 


Section 1.1 DEFINED TERMS as used
in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable
to both the singular and plural forms of the terms defined)


 





"AGREEMENT"
shall have the meaning specified in the preamble hereof.


 





"BY-LAWS"
shall have the meaning specified in Section 4.7.


 





"CLAIM NOTICE"
shall have the meaning specified in Section 9.3(a).


 





“CLEARING DATE”
shall be the date in which the Estimated Put Shares (as defined in Section 2.2(a)) have been deposited into the Investor’s
brokerage account..


 





"CLOSING"
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 





"CLOSING CERTIFICATE"
shall mean the closing certificate of the Company in the form of Exhibit B hereto.


 






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"CLOSING PRICE"
shall mean the closing bid price for the Company’s common stock on the Principal Market on a Trading Day as reported by Bloomberg
Finance L.P.


 





"COMMITMENT PERIOD"
shall mean the period commencing on the Effective Date, and ending on the earlier of (i) the date on which Investor shall have
purchased Put Shares pursuant to this Agreement for an aggregate Purchase Price of the Maximum Commitment Amount, or (ii) the date
occurring twenty four (24) months from the date of commencement of the Commitment Period.


 





"COMMON STOCK"
shall mean the Company's common stock, $0.0001 par value per share, and any shares of any other class of common stock whether now
or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon
liquidation of the Company).





 


"COMMON STOCK
EQUIVALENTS" shall mean any securities that are convertible into or exchangeable for Common Stock or any options or other
rights to subscribe for or purchase Common Stock or any such convertible or exchangeable securities.





 


"COMPANY"
shall have the meaning specified in the preamble to this Agreement.


 





"DAMAGES"
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and
disbursements and costs and expenses of expert witnesses and investigation).


 





"DISPUTE
PERIOD" shall have the meaning specified in Section 9.3(a).


 


"DOLLAR VOLUME"
shall mean the product of (a) the Closing Price multiplied by (b) the trading volume on the Principal Market on a Trading Day. 


 


"DTC" shall
have the meaning specified in Section 2.3.


  


"DWAC" shall
have the meaning specified in Section 2.3.


 






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"EFFECTIVE DATE"
shall mean the date that the Registration Statement is declared effective by the SEC.


 





“ESTIMATED PUT
SHARES” shall have the meaning specified in Section 2.2(a)


 





"EXCHANGE ACT"
shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.


 





"FAST" shall
have the meaning specified in Section 2.3. 





 


"FINRA" shall
mean the Financial Industry Regulatory Authority, Inc.





 


“FLOOR PRICE”
shall have the meaning specified in Section 2.2(c).





 


"INDEMNIFIED PARTY"
shall have the meaning specified in Section 9.3(a).





 


"INDEMNIFYING
PARTY" shall have the meaning specified in Section 9.3(a).





 


"INDEMNITY NOTICE"
shall have the meaning specified in Section 9.3(b). 


 


"INVESTMENT AMOUNT"
shall mean the dollar amount to be invested by Investor to purchase Put Shares with respect to any Put as notified by the Company
to Investor in accordance with Section 2.2. 


 


"INVESTOR"
shall have the meaning specified in the preamble to this Agreement. 


 


"LEGEND"
shall have the meaning specified in Section 8.1.


 






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"MARKET PRICE"
shall mean the lowest Closing Price on the Principal Market for any Trading Day during the Valuation Period, as reported by Bloomberg
Finance L.P. 


 


"MATERIAL ADVERSE
EFFECT" shall mean any effect on the business, operations, properties, or financial condition of the Company that is material
and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to enter into and perform its obligations under any of this Agreement.


  


"MAXIMUM COMMITMENT
AMOUNT" shall mean Ten Million Dollars ($10,000,000).


  


“PAR VALUE PAYMENT”
shall have the meaning specified in Section 2.2(a). 


 


"PERSON"
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.





 


"PRINCIPAL MARKET"
shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), OTCQB, the OTC Bulletin Board, or other principal exchange
which is at the time the principal trading exchange or market for the Common Stock.


  


"PURCHASE PRICE"
shall mean 90% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms and conditions
of this Agreement.





 


"PUT" shall
mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement. 


 


"PUT DATE"
shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 






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"PUT NOTICE"
shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Investment Amount with
respect to which the Company intends to require Investor to purchase shares of Common Stock pursuant to the terms of this Agreement.





 


"PUT SHARES"
shall mean all shares of Common Stock issued or issuable pursuant to a Put that has been exercised or may be exercised in accordance
with the terms and conditions of this Agreement. 


 


"REGISTERED SECURITIES"
shall mean the (a) Put Shares, and (b) any securities issued or issuable with respect to any of the foregoing by way of exchange,
stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization
or otherwise. As to any particular Registered Securities, once issued such securities shall cease to be Registrable Securities
when (i) a Registration Statement has been declared effective by the SEC and such Registrable Securities have been disposed of
pursuant to a Registration Statement, (ii) such Registrable Securities have been sold under circumstances under which all of the
applicable conditions of Rule 144 are met, (iii) such time as such Registrable Securities have been otherwise transferred to holders
who may trade such shares without restriction under the Securities Act or (iv) in the opinion of counsel to the Company, which
counsel shall be reasonably acceptable to Investor, such Registrable Securities may be sold without registration under the Securities
Act or the need for an exemption from any such registration requirements and without any time, volume or manner limitations pursuant
to Rule 144(b)(i) (or any similar provision then in effect) under the Securities Act.





 


"REGISTRATION STATEMENT"
shall mean the Company’s effective registration statement on file with the SEC, and any follow up registration statement
or amendment thereto.





 


"REGULATION D"
shall mean Regulation D promulgated under the Securities Act.


  


"RULE 144"
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.





 


"SEC" shall
mean the Securities and Exchange Commission.





 


"SECURITIES ACT"
shall have the meaning specified in the recitals of this Agreement.


 






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"SEC DOCUMENTS"
shall mean, as of a particular date, all reports and other documents filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the Company's then most recently completed and reported fiscal year as of the time in question
(provided that if the date in question is within ninety days of the beginning of the Company's fiscal year, the term shall include
all documents filed since the beginning of the preceding fiscal year).





 


“SHORT SALES”
shall mean 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).





 


"SUBSCRIPTION
DATE" shall mean the date on which this Agreement is executed and delivered by the Company and Investor.





 


"THIRD PARTY CLAIM"
shall have the meaning specified in Section 9.3(a).





 


“TRADING DAY” shall mean a day
on which the Principal Market shall be open for business.





 


“TRANSACTION
DOCUMENTS” shall mean this Agreement and the Registration Rights Agreement.


 





"TRANSFER AGENT"
shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon
the Company's appointment of any such substitute or replacement transfer agent).


 





"UNDERWRITER"
shall mean any underwriter participating in any disposition of the Registered Securities on behalf of Investor pursuant to the
Registration Statement.


 





"VALUATION EVENT"
shall mean an event in which the Company at any time during a Valuation Period takes any of the following actions:


 






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(a) subdivides or combines the
Common Stock;


 


(b)pays a dividend in shares of
Common Stock or makes any other distribution of shares of Common Stock, except for dividends paid with respect to any series of
preferred stock authorized by the Company, whether existing now or in the future;





 


(c) issues any options or other
rights to subscribe for or purchase shares of Common Stock other than pursuant to this Agreement, and other than options or stock
grants issued or issuable to directors, officers and employees pursuant to a stock option program, whereby the price per share
for which shares of Common Stock may at any time thereafter be issuable pursuant to such options or other rights shall be less
than the Closing Price in effect immediately prior to such issuance;


 


(d)issues any securities convertible
into or exchangeable for shares of Common Stock and the consideration per share for which shares of Common Stock may at any time
thereafter be issuable pursuant to the terms of such convertible or exchangeable securities shall be less than the Closing Price
in effect immediately prior to such issuance;


 


(e) issues shares of Common Stock
otherwise than as provided in the foregoing subsections (a) through (d), at a price per share less, or for other consideration
lower, than the Closing Price in effect immediately prior to such issuance, or without consideration; or


 


(f)makes a distribution of its
assets or evidences of indebtedness to the holders of Common Stock as a dividend in liquidation or by way of return of capital
or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable law or any distribution
to such holders made in respect of the sale of all or substantially all of the Company's assets (other than under the circumstances
provided for in the foregoing subsections (a) through (e).


 


"VALUATION PERIOD"
shall mean the period of ten (10) Trading Days immediately following the Clearing Date associated with the applicable Put Notice
during which the Purchase Price of the Common Stock is valued; provided, however, that if a Valuation Event occurs during any Valuation
Period, a new Valuation Period shall begin on the Trading Day immediately after the occurrence of such Valuation Event and end
on the tenth (10th) Trading Day thereafter. Investor shall notify the Company in writing of the occurrence of the Clearing
Date associated with a Put Notice. The Valuation Period shall begin the first Trading Day following such written notice from Investor.


 






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ARTICLE II


 


PURCHASE AND SALE OF COMMON STOCK


 





Section 2.1 INVESTMENTS.


 





(a)PUTS. Upon the terms and conditions
set forth herein (including, without limitation, the provisions of Article VII), on any Put Date the Company may exercise a Put
by the delivery of a Put Notice. The number of Put Shares that Investor shall purchase pursuant to such Put shall be determined
by dividing the Investment Amount specified in the Put Notice by the Purchase Price with respect to such Put Notice.





 


(b) PROMISSORY NOTE. As a condition
for the execution of this Agreement by the Investor, the Company shall issue to the Investor a 10% promissory note in the principal
amount equal to $25,000.00 (the “Note”) on the Subscription Date. The Note shall have no registration rights.


 





Section 2.2 MECHANICS.


 





(a)PUT NOTICE. At any time and
from time to time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject to the conditions set
forth in Section 7.2; provided, however, that the Investment Amount identified in the applicable Put Notice, when taken together
with all prior Put Notices, shall not exceed the Maximum Commitment Amount. On the Put Date the Company shall deliver to Investor’s
brokerage account estimated put shares equal to the Investment Amount indicated in the Put Notice divided by the Closing Price
on the Trading Day immediately preceding the Put Date, multiplied by one hundred twenty five percent (125%) (the “Estimated
Put Shares”). On the Trading Date immediately following delivery of the Estimated Put Shares, Investor shall deliver payment
by check or wire transfer to the Company an amount equal to the par value of the Estimated Put Shares (“Par Value Payment”).


 


(b)DATE OF DELIVERY OF PUT NOTICE.
A Put Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by Investor if such notice
is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile
or otherwise after 12:00 noon New York time on a Trading Day or at any time on a day which is not a Trading Day. 


 






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(c) FLOOR PRICE.
In the event that, during a Valuation Period, the Closing Price on any Trading Day falls to a price equal to seventy five percent
(75%) of the average of the closing trade prices for the ten (10) trading days immediately preceding the date of the Company’s
Put Notice (a “Low Bid Price”), then for each such Trading Day, the parties shall have no right to sell and shall be
under no obligation to purchase one tenth (1/10th) of the Investment Amount specified in the Put Notice, and the Investment Amount
shall accordingly be deemed reduced by such amount. In the event that during a Valuation Period there exists a Low Bid Price for
any three (3) Trading Days—not necessarily consecutive—then the balance of each party’s right and obligation
to sell and purchase the Investment Amount under such Put Notice shall terminate on such second Trading Day (“Termination
Day”), and the Investment Amount shall be adjusted to include only one-tenth (1/10th) of the initial Investment
Amount for each Trading Day during the Valuation Period prior to the Termination Day that the Bid Price equals or exceeds the Low
Bid Price.


 


Section 2.3CLOSINGS. At the end
of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular
Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor
pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put
Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased
by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference
between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first
Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in
the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company.
In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section
2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII
hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior
to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through
its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery.
In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments
and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement
and effect the transactions contemplated herein.


 


 



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ARTICLE III


 


REPRESENTATIONS AND WARRANTIES OF INVESTOR


  


Investor represents
and warrants to the Company that:


 


Section 3.1INTENT. Investor is
entering into this Agreement for its own account and Investor has no present arrangement (whether or not legally binding) at any
time to sell the Registered Securities to or through any person or entity; provided, however, that Investor reserves the right
to dispose of the Registered Securities at any time in accordance with federal and state securities laws applicable to such disposition.


 





Section 3.2NO LEGAL ADVICE FROM
THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and
advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or
investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction.





 


Section 3.3SOPHISTICATED INVESTOR.
Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined
in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating
the merits and risks of an investment in the Registered Securities. Investor acknowledges that an investment in the Registered
Securities is speculative and involves a high degree of risk.


 





Section 3.4AUTHORITY. (a) Investor
has the requisite power and authority to enter into and perform its obligations under this Agreement and the transactions contemplated
hereby in accordance with its terms; (b) the execution and delivery of this Agreement and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary action and no further consent or authorization of Investor
or its partners is required; and (c) this Agreement has been duly authorized and validly executed and delivered by Investor and
constitutes a valid and binding obligation of Investor enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies
or by other equitable principles of general application.





 


Section 3.5NOT AN AFFILIATE. Investor
is not an officer, director or "affiliate" (as that term is defined in Rule 405 of the Securities Act) of the Company.


 





Section 3.6 ORGANIZATION AND STANDING.
Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida
and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Investor is duly qualified and in good standing in every jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a material adverse
effect on Investor.


 






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Section 3.7ABSENCE OF CONFLICTS.
The execution and delivery of this Agreement and any other document or instrument contemplated hereby, and the consummation of
the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof, will not (a) violate
any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor, (b) violate any provision of
any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is
bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant
to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any
third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument,
agreement, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management
may be subject.


 


Section 3.8DISCLOSURE; ACCESS TO
INFORMATION. Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access
to all publicly available information with respect to the Company.


 


Section 3.9MANNER OF SALE. At no
time was Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or
any other form of general solicitation or advertising.


 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 





The Company represents
and warrants to Investor that, except as disclosed in the SEC Documents:


 





Section 4.1ORGANIZATION OF THE
COMPANY. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada
and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the
nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure
so to qualify would not have a Material Adverse Effect.


 






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Section 4.2AUTHORITY. (a) The Company
has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the
Put Shares; (b) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company
or its Board of Directors or stockholders is required; and (c) each of this Agreement and has been duly executed and delivered
by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.





 


Section 4.3CAPITALIZATION.
As of the date hereof, the authorized capital stock of the Company consists of 750,000,000 shares of Common Stock, $0.0001 par
value per share, of which 640,913,164 shares were issued and outstanding as of February 17, 2016, 2016, preferred stock, 20,000,000
shares authorized, 0 shares issued and outstanding; at February 17, 2016.


 


Except as otherwise
disclosed in the SEC Documents or on Schedule 4.3, there are no outstanding securities which are convertible into shares
of Common Stock, whether such conversion is currently exercisable or exercisable only upon some future date or the occurrence of
some event in the future.


 


All of the outstanding
shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.


 





Section 4.4COMMON STOCK. The Company
is in full compliance with all reporting requirements of the Exchange Act, and the Company has maintained all requirements for
the continued listing or quotation of the Common Stock, and such Common Stock is currently listed or quoted on the Principal Market
which is presently the OTCQB.


 


Section 4.5SEC DOCUMENTS. The Company
may make available to Investor true and complete copies of the SEC Documents (including, without limitation, proxy information
and solicitation materials). To the Company’s knowledge, the Company has not provided to Investor any information that, according
to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has
not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements
of the Exchange Act, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents
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 light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect
thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes
thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of the Company as of 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 year-end
audit adjustments).


 






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Section 4.6VALID ISSUANCES. When
issued and paid for as herein provided, the Put Shares shall be duly and validly issued, fully paid, and non-assessable. The sales
of the Put Shares pursuant to this Agreement, and the Company's performance of its obligations hereunder, shall not (a) result
in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, or any of the assets of
the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or
acquire the Common Stock or other securities of the Company. The Put Shares shall not subject Investor to personal liability, in
excess of the subscription price by reason of the ownership thereof.


 





Section 4.7NO CONFLICTS. The execution,
delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated
hereby, including without limitation the issuance of the Put Shares, do not and will not (a) result in a violation of the Company’s
Articles of Incorporation or By-Laws or (b) conflict with, or constitute a material default (or an event that with notice or lapse
of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, indenture, instrument or any "lock-up" or similar provision of any underwriting
or similar agreement to which the Company is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any
property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company
otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted
in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly
or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local
law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell
the Common Stock in accordance with the terms hereof (other than any SEC, FINRA or state securities filings that may be required
to be made by the Company subsequent to any Closing, any registration statement that may be filed pursuant hereto); provided that,
for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant
representations and agreements of Investor herein.


 


Section 4.8NO MATERIAL ADVERSE
CHANGE. Since September 30, 2015 no event has occurred that would have a Material Adverse Effect on the Company.





 


Section 4.9LITIGATION AND OTHER
PROCEEDINGS. Except as disclosed in the Company’s SEC filings, there are no lawsuits or proceedings pending or to the knowledge
of the Company threatened, against the Company, nor has the Company received any written or oral notice of any such action, suit,
proceeding or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award
has been issued by or, so far as is known by the Company, requested of any court, arbitrator or governmental agency which would
have a Material Adverse Effect.


 


Section 4.10DILUTION. The number
of shares of Common Stock issuable as Put Shares may increase substantially in certain circumstances, including, but not necessarily
limited to, the circumstance wherein the trading price of the Common Stock declines during the period between the Effective Date
and the end of the Commitment Period. The Company’s executive officers and directors have studied and fully understand the
nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of
directors of the Company has concluded in its good faith business judgment that such issuance is in the best interests of the Company.
The Company specifically acknowledges that, subject to Section 2.2(c), its obligation to issue the Put Shares is binding upon the
Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the
Company.


 


 



    	 	13	 



    	 



    




 


ARTICLE V


 


COVENANTS OF INVESTOR


 


Section 5.1COMPLIANCE WITH LAW;
TRADING IN SECURITIES. Investor's trading activities with respect to shares of the Common Stock will be in compliance with all
applicable state and federal securities laws, rules and regulations and the rules and regulations of FINRA and the Principal Market
on which the Common Stock is listed or quoted.





 


Section 5.2 SHORT SALES AND CONFIDENTIALITY.
Neither Investor nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it will execute any
Short Sales during the period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in accordance
with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be
purchased under a Put Notice shall not be deemed a Short Sale.





 


Other than to
other Persons party to this Agreement, Investor has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction).


 






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ARTICLE VI


 


COVENANTS OF THE COMPANY





 


Section 6.1RESERVATION OF COMMON
STOCK. The Company will, from time to time as needed in advance of a Closing Date, reserve and keep available until the consummation
of such Closing, free of preemptive rights sufficient shares of Common Stock for the purpose of enabling the Company to satisfy
its obligation to issue the Put Shares to be issued in connection therewith. The number of shares so reserved from time to time,
as theretofore increased or reduced as hereinafter provided, may be reduced by the number of shares actually delivered hereunder.


 


Section 6.2LISTING OF COMMON
STOCK. If the Company applies to have the Common Stock traded on any other Principal Market, it shall include in such application
the Put Shares, and shall take such other action as is necessary or desirable in the reasonable opinion of Investor to cause the
Common Stock to be listed on such other Principal Market as promptly as possible. The Company shall use its commercially reasonable
efforts to continue the listing and trading of the Common Stock on the Principal Market (including, without limitation, maintaining
sufficient net tangible assets) and will comply in all respects with the Company's reporting, filing and other obligations under
the bylaws or rules of the FINRA and the Principal Market.


 





Section 6.3CERTAIN AGREEMENTS.
So long as this Agreement remains in effect, the Company covenants and agrees that it will not, without the prior written consent
of the Investor, enter into any other equity line of credit agreement with a third party during the Commitment Period having terms
and conditions substantially comparable to this Agreement. For the avoidance of doubt, nothing contained in the Transaction Documents
shall restrict, or require the Investor's consent for, any agreement providing for the issuance or distribution of (or the issuance
or distribution of) any equity securities pursuant to any agreement or arrangement that is not commonly understood to be an "equity
line of credit."


 






    	 	15	 



    	 



    

  


ARTICLE VII


 


CONDITIONS TO DELIVERY OF


 


PUT NOTICES AND CONDITIONS TO CLOSING


 





Section 7.1CONDITIONS PRECEDENT
TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK. The obligation hereunder of the Company to issue and sell the
Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below.


 


(a)ACCURACY OF INVESTOR'S REPRESENTATIONS
AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date
of this Agreement and as of the date of each such Closing as though made at each such time.


 


(b)PERFORMANCE BY INVESTOR.
Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.


 


(c)Principal
Market Regulation. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any
Put Shares, if the issuance of such shares would exceed the aggregate number of shares of Common Stock which the Company may issue
without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange
Cap”).


 


Section 7.2CONDITIONS PRECEDENT
TO THE RIGHT OF THE COMPANY TO DELIVER A PUT NOTICE AND THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The right of the Company
to deliver a Put Notice and the obligation of Investor hereunder to acquire and pay for the Put Shares is subject to the satisfaction
of each of the following conditions:


 


(a)EFFECTIVE REGISTRATION STATEMENT.
The Registration Statement, and any amendment or supplement thereto, shall remain effective for the sale by Investor of the Registered
Securities subject to such Put Notice, and (i) neither the Company nor Investor shall have received notice that the SEC has issued
or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn
the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so and
(ii) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall
exist.


 






    	 	16	 



    	 



    

 





 


(b)ACCURACY OF THE COMPANY'S REPRESENTATIONS
AND WARRANTIES. The representations and warranties of the Company shall be true and correct in all material respects (except for
representations and warranties specifically made as of a particular date), except for any conditions which have temporarily caused
any representations or warranties herein to be incorrect and which have been corrected with no continuing impairment to the Company
or Investor.





 


(c)PERFORMANCE BY THE COMPANY.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)NO INJUNCTION. No statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court
or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects any of the transactions
contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially
adversely affecting any of the transactions contemplated by this Agreement.





 


(e)ADVERSE CHANGES. Since the date
of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect
has occurred.





 


(f)NO SUSPENSION OF TRADING IN
OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC, the Principal Market or
the FINRA and the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from the Principal
Market.


 





(g)[INTENTIONALLY OMITTED]


 





(h)TEN PERCENT LIMITATION. On each
Closing Date, the number of Put Shares then to be purchased by Investor shall not exceed the number of such shares that, when aggregated
with all other shares of Common Stock then owned by Investor beneficially or deemed beneficially owned by Investor, would result
in Investor owning more than 9.99% of all of such Common Stock as would be outstanding on such Closing Date, as determined in accordance
with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section, in the event that
the amount of Common Stock outstanding as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated
thereunder is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given,
the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether Investor, when aggregating
all purchases of Common Stock made pursuant to this Agreement, would own more than 9.99% of the Common Stock following such Closing
Date.


 






    	 	17	 



    	 



    




 


(i)Principal Market Regulation.
The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any Put Shares, if the issuance
of such shares would exceed the Exchange Cap.


 





(j)NO KNOWLEDGE. The Company shall
have no knowledge of any event more likely than not to have the effect of causing such Registration Statement to be suspended or
otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days following the Trading
Day on which such Put Notice is deemed delivered).


 





(k)NO VIOLATION OF SHAREHOLDER
APPROVAL REQUIREMENT. The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate
the shareholder approval requirements of the Principal Market. 





 


(l)NO VALUATION EVENT. No Valuation
Event shall have occurred since the Put Date. 


 


(m)OTHER. On the date of delivery
of each Put Notice, Investor shall have received a certificate in substantially the form and substance of Exhibit B hereto, executed
by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as at
the date of each such certificate.


 





ARTICLE VIII


 


LEGENDS


 


 


 


Section 8.1 NO STOCK LEGEND OR
STOCK TRANSFER RESTRICTIONS. No legend shall be placed on the share certificates representing the Put Shares.


 


Section 8.2INVESTOR'S COMPLIANCE.
Nothing in this Article VIII shall affect in any way Investor's obligations under any agreement to comply with all applicable securities
laws upon the sale of the Common Stock.


 






    	 	18	 



    	 



    

  


ARTICLE IX


 


NOTICES; INDEMNIFICATION


 


 


 


Section 9.1 NOTICES. All notices,
demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery,
telegram, facsimile, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (i) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, or email as a PDF, at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following
the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


 


The addresses for such communications shall
be:


 





If to the Company: 





 


VNUE, INC.





104 W. 29th
Street, 11th FloorNew York, NY 10001


 


Attn: Matthew Carona





Chief Executive Officer








Copy to (which shall not constitute
notice):


 


 





Matheau J. W. Stout, Esq.





400 E. Pratt Street, 8th
FloorBaltimore, MD 21202





Tel: (410) 429-7076





Fax: (888) 907-1740


 





If to Investor:


 





Tarpon Bay Partners
LLC





17210 Germano Court





Naples, FL 34110





Tel:





Fax:


 



    	 	19	 



    	 



    




 


Either party hereto may from time to time
change its address or facsimile number for notices under this Section 9.1 by giving at least ten (10) days' prior written notice
of such changed address or facsimile number to the other party hereto.


 





Section 9.2INDEMNIFICATION. Each
party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers, directors,
employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint or
several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or
relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement
on the part of Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or
alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
(iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the
light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities
Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily
from Indemnified Party's failure to perform any covenant or agreement contained in this Agreement or Indemnified Party's negligence,
recklessness or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement
shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any
untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and
in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration
Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended
or supplemented).


 


Section 9.3METHOD OF ASSERTING
INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party (as defined below) under Section 9.2 shall be asserted
and resolved as follows:


 





(a)In the event any claim or demand
in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against or sought to be collected from
such Indemnified Party by a person other than a party hereto or an affiliate thereof (a "THIRD PARTY CLAIM"), the Indemnified
Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis
for such Third Party Claim and for the Indemnified Party's claim for indemnification that is being asserted under any provision
of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated
amount, determined in good faith, of such Third Party Claim (a "CLAIM NOTICE") with reasonable promptness to the Indemnifying
Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives
notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect
to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending
thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined
below) (the "DISPUTE PERIOD") whether the Indemnifying Party disputes its liability or the amount of its liability to
the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the
Indemnified Party against such Third Party Claim.


 






    	 	20	 



    	 



    

 





(i)If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall
have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted
by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with
the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary
damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full
pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party,
at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this clause (i), file
any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary
or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party
will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting
any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control,
any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except
as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation.
Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense or settlement of a Third Party Claim
at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third Party Claim. 


 


(ii)If
the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously
and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute
Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the
Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable
manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party,
which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying
Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions
of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying
Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying
Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this clause (ii) or of
the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the
Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation.
The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant
to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 






    	 	21	 



    	 



    

 





(iii)If
the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to
the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the
Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with
respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability
of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall
be entitled to institute such legal action as it deems appropriate.


 


(b)In the event any Indemnified
Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified
Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature of and basis for such
claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such
claim (an "INDEMNITY NOTICE") with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party
to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that the Indemnifying Party demonstrates
that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute
the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute
Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the amount
of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 9.2
and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has
timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved
within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems
appropriate.


 





(c)The Indemnifying Party agrees
to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or
other reasonable expenses incurred by them in connection with investigating or defending any such Claim.


 





(d)The indemnity provisions contained
herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party against the Indemnifying Party
or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 






    	 	22	 



    	 



    

 





ARTICLE X


 


MISCELLANEOUS


 





Section 10.1GOVERNING LAW; JURISDICTION.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the
principles of conflicts of law. Each of the Company and Investor hereby submit to the exclusive jurisdiction of the United States
Federal and state courts located in New York County, State of New York with respect to any dispute arising under this Agreement,
the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.





 


Section 10.2JURY TRIAL WAIVER.
The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the parties
hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.


 





Section 10.3ASSIGNMENT. This Agreement
shall be binding upon and inure to the benefit of the Company and Investor and their respective successors. Neither this Agreement
nor any rights of Investor or the Company hereunder may be assigned by either party to any other person.


 





Section 10.4THIRD PARTY BENEFICIARIES.
This Agreement is intended for the benefit of the Company and Investor and their respective successors, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.





 


Section 10.5TERMINATION. The Company
may terminate this Agreement at any time by written notice to the Investor. Additionally, this Agreement shall terminate at the
end of Commitment Period or as otherwise provided herein; provided, however, that the provisions of Articles IX, and Sections 10.1
and 10.2 shall survive the termination of this Agreement for a period of twenty four (24) months.


 





Section 10.6ENTIRE AGREEMENT, AMENDMENT;
NO WAIVER. This Agreement and the instruments referenced herein contain the entire understanding of the Company and Investor with
respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. This Agreement may not be
amended.


 






    	 	23	 



    	 



    

  


Section 10.7FEES AND EXPENSES.
The Company agrees to pay its own expenses in connection with the preparation of this Agreement and performance of its obligations
hereunder. The Company shall pay all stamp or other similar taxes and duties levied in connection with issuance of the Put Shares
pursuant hereto.


 





Section 10.8COUNTERPARTS. This
Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be
deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and all
of which together shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto by
facsimile transmission or email of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 





Section 10.9SEVERABILITY. In the
event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be
ineffective if it materially changes the economic benefit of this Agreement to any party.


 





Section 10.10FURTHER ASSURANCES.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.





 


Section 10.11NO STRICT CONSTRUCTION.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party.


 






    	 	24	 



    	 



    

 








Section 10.12EQUITABLE RELIEF.
The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under this
Agreement, any remedy at law may prove to be inadequate relief to Investor. The Company therefore agrees that Investor shall be
entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.





 


Section 10.13TITLE AND SUBTITLES.
The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered in construing
or interpreting this Agreement.


 





Section 10.14REPORTING ENTITY FOR
THE COMMON STOCK. The reporting entity relied upon for the determination of the Closing Price for the Common Stock on any given
Trading Day for the purposes of this Agreement shall be Bloomberg Finance L.P. or any successor thereto. The written mutual consent
of Investor and the Company shall be required to employ any other reporting entity.


 





Section 10.15PUBLICITY. The Company
and Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to
the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement
without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that
no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide
the other parties with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose
the name of Investor without the prior written consent of such Investor, except to the extent required by law. Investor acknowledges
that this Agreement and all or part of the Transaction Documents may be deemed to be "material contracts" as that term
is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits
to reports or registration statements filed under the Securities Act or the Exchange Act. Investor further agrees that the status
of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.


 




    	 	25	 



    	 



    

 


[SIGNATURE PAGE]


 





IN WITNESS WHEREOF,
the parties hereto have caused this Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as
of the date first set forth above.


 








	 	TARPON BAY PARTNERS LLC
	 	 	 
	 	By:	/s/
	 	 	Name:  Stephen Hicks
	 	 	Title: Manager
	 	 	 
	 	 	 
	 	VNUE, INC.
	 	 	 
	 	By:	/s/
	 	 	Name: Matthew Carona
	 	 	Title: Chief Executive Officer







 






    	 	26	 



    	 



    

 





Schedule 4.3 – Outstanding Securities


 


 


 


640,913,164 Common Shares


 


0 Preferred Shares


 




    	 	27	 



    	 



    

 





EXHIBITS


 


 


	EXHIBIT A	Put Notice




 


	EXHIBIT B	Closing Certificate




 




    	 	28	 



    	 



    

 


EXHIBIT A


 





FORM OF PUT NOTICE


 


 


 


 


 


TO: TARPON BAY PARTNERS LLC


 





We refer to the Equity Purchase Agreement dated February18,
2016 (the “Agreement”) entered into by VNUE, INC. (the “Company”) and you. Capitalized terms defined in
the Agreement shall, unless otherwise defined, have the same meaning when used herein.


 


We hereby:


 


		1.	Give you notice that we require you to purchase $_________ (the “Investment Amount”) in Put Shares;



 


		2.	Determine the Floor Price for this Put, as defined in Section 2.2(c) of the Agreement, to be $___________; and



 


		3.	Certify that, as of the date hereof, to the best of our knowledge, the conditions set forth in Section 7.2 of the Agreement
are satisfied.



  


 


Date: _____________, 2016


 





	 	VNUE, INC.
	 	 	 
	 	By:	/s/
	 	 	Name: Matthew Carona
	 	 	Title: Chief Executive Officer


  




    	 	29	 



    	 



    

 


EXHIBIT B


 


 





FORM OF


 





CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER


 


OF





 


VNUE, INC.


 


 


Pursuant to Section 7.2(m) of that certain
Equity Purchase Agreement dated February 18, 2016 (the “Agreement”) by and between the Company and Tarpon Bay Partners
LLC (the “Investor”), the undersigned, in his capacity as the Chief Executive Officer of VNUE, INC. (the “Company”),
and not in his individual capacity, hereby certifies, as of the date hereof (such date, the “Condition Satisfaction Date”),
the


 


following:


 





		1.	The representations and warranties of the Company are
true and correct in all material respects as of the Condition Satisfaction Date as though made on the Condition Satisfaction Date
(except for representations and warranties specifically made as of a particular date) with respect to all periods, and as to all
events and circumstances occurring or existing to and including the Condition Satisfaction Date, except for any conditions which
have temporarily caused any representations or warranties of the Company set forth in the Agreement to be incorrect and which
have been corrected with no continuing impairment to the Company or Investor; and



 





		2.	All of the Company’s conditions to Closing set
forth in Section 7.2 of the Agreement have been satisfied as of the Condition Satisfaction Date.



 





Capitalized terms used
herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the 18th day of February, 2016.


 


	 	 	 
	 	By:	/s/
	 	 	
	 	 	Matthew Carona, Chief Executive
    Officer



 





 



    	 	30