Exhibit 10.11


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT
(The "Agreement"), dated as of May 21, 2014, by and between Max Sound Corporation a Delaware corporation, with
headquarters located at 2902A Colorado Avenue Santa Monica, CA 90404 (the "Company"), and ICG USA, LLC a Delaware
Corporation, with its address at 425 N. Martingale Road, Suite 1540, Schaumburg, IL 60173 (the "Buyer").


 


WHEREAS:


 


A.The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended (the "1933 Act").


 


B.Buyer
desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 2.5%
convertible note of the Company, in the form attached hereto as the Convertible Promissory Note, in the aggregate principal amount
of $15,000.00, and purchase price of $15,000.00, (the "Note"), convertible into shares of common stock, $0.0001 par value
per share, of the Company (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth
in such Note.


 


C.The
Buyer wishes to purchase from the Company and accept such Note and from the Company, all pursuant to the terms set forth immediately
below its name on the signature pages hereto; and


 


NOW THEREFORE, the Company
and the Buyer severally (and not jointly) hereby agree as follows:


 


1.
Purchase and Sale of Note and Warrant.


 


a.Purchase
of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase
from the Company such principal amount of Note as is set forth immediately below the Buyer's name on the signature pages hereto.


 


b.Form
of Payment. On the Closing date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and
sold to it at the Closing (as defined below) [the "Purchase Price") by wire transfer of immediately available funds to
the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount
equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company
shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


c.Closing
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Note pursuant to the Agreement (the "Closing Date") shall be on or
about May 22, 2014, or such other mutually agreed upon time. The Closing Date at such location as may be agreed to by the parties.


 






    	 



    	 



    


  


2.Buyer's Representations
and Warranties. The Buyer represents and warrants to the Company that:


 


a.Investment
Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion
of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable
(i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4 of the Note or (iii] in
payment of the Standard Liquidation Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of
Common Stock being collectively referred to herein as the "Conversion Shares" and, collectively with the Note, the "Securities")
for its own account and not with a present view towards the public sale of distribution thereof, expect pursuant to sales registered
or exempted from registration under the 1933 Act, provided, however, that by making the representations herein, the Buyer
does not agree to hold any Securities for a minimum or other specific term and reserves the right to dispose of the Securities
at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 


b.Accredited
Investor Status. The Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D (an
"Accredited Investor")


 


c.Reliance
on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgements and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire
the Securities.


 


d.Information.
The Buyer acknowledges that it has reviewed the Disclosure Materials and has been afforded 0) the opportunity to ask such questions
as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions
of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the
Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management
and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Investor
or its representatives or counsel shall modify, amend or affect such Investor's right to rely on the truth, accuracy and completeness
of the Disclosure Materials and the Company's representations and warranties contained in the Transaction Documents.


 


e.Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities.


 


f.Transfer
or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under
the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act (b) the Buyer shall have delivered to the Company, at the cost
of the Buyer, an opinion of counsel, to be approved by the Company, that shall be in the form of the Form of Opinion to the Note(s),
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) ["Rule 144"]] of the Buyer who agrees to sell or otherwise
transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold
pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation
5"), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form,
substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be approved and accepted by
the Company, (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said
Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the
person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act] may require
compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the
Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder (in each case).


 






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g.Legends.
The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be
sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can
then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities):


 


"NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES."


 


The legend set forth above shall
be removed and the Company shall issue a certificate without such legend to the Holder of any Security upon which it is stamped,
if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective
registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction
as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company
with an opinion of counsel, in the form of the Form of Opinion attached as Exhibit B to the Note, to the effect that a public
sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company
or that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that
the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to
an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant
to Section 3.2 of the note.


 


h.Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf
of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 


i.Residency.
The Buyer is a resident of the jurisdiction set forth immediately below the Buyer's name on the signature pages hereto.


 






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3. Representations and Warranties
of the Company. The Company represents and warrants to the Buyer that:


 


a.Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is
incorporated. The Company and each of it Subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such
qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
"Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition
or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization,
whether incorporated or unincorporated, in which the company owns, directly or indirectly, a majority equity or other controlling
ownership interest.


 


b.Authorization:
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the
Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the
transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and
reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the
Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders
is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such
authorized representative is the true and official representative with the authority to sign this Agreement and the other documents
executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery
by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms.


 


c.Capitalization.
The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common
Stock reserved for issuance under the Company's various option and incentive plans, is specified in the SEC Reports. Except as
specified in the SEC Reports, no securities of the Company are entitled to preemptive or similar rights, and no Person has any
right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated
by the Transaction Documents. Except as specified in the SEC Reports, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares
of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and sale of the Securities
will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to
any Person and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset
price under such securities.


 


d.Issuance
of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, hens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the
Company and will not impose personal liability upon the holder thereof.


 



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e.Acknowledgment
of Dilution, The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


f.No Cutlets.
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares)
will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or [ii] violate
or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of
time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, patent, patent license of instrument to which the Company or any of its Subsidiaries is a party,
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries 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). Neither the Company nor any of its Subsidiaries is in violation
of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries
is in default (and no event has occurred which the notice or lapse of time or both could put the company or any of its Subsidiaries
in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to
which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries
is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted in violation of
any law, ordinance or regulation of any governmental entity so long as the Buyer owns any portion of the Note or of the Securities..
Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws,
the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with any court,
governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute,
deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue
and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents,
authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have
been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter
Bulletin Board (the "OTCBB") and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB in
the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances, which might give rise to any
of the foregoing.


 






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g.SEC Documents:
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended [the "1934 Act")
(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto
and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as
the "SEC Documents"). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC
Documents, except for such exhibits and incorporated documents, when not available on www.sec.gov. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations
of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with
the SEC, 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. None
of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law. As of
their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such
financial statements have been prepared in accordance with the United States generally accepted accounting principles, consistently
applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company
and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in
the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise,
other than [I) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred
in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial
statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company.
The Company is subject to the reporting requirements of the 1934 Act.


 


h.Absence
of Certain Changes. Since March 31, 2014, there has been no material adverse change and no material adverse development in
the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting
status of the company or any of its Subsidiaries that is not filed in the SEC filings.


 


i.Absence
of Litigation. There is no action, suit, claim, 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 or any of its Subsidiaries,
threatened against or affecting the Company of any of its Subsidiaries, or their officers or directors in the their capacity as
such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending
or, to the knowledge of the Company threatened proceeding against or affecting the Company or any of its Subsidiaries, without
regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances,
which might give rise to any of the foregoing.


 


j.Patents.
Copyrights. etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents,
patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service
names, trade names and copyrights ("Intellectual Property") necessary to enable it to conduct its business as now operated
(and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding
pending, or to the Company's knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to
any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated
to be operated in the future); to the best of the Company's knowledge, the Company's or its Subsidiaries' current and intended
products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company
is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.


 






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k.No Materially
Adverse Contracts. Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected
in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or
agreement, which in the judgment of the Company's officers has or is expected to have a Material Adverse Effect.


 


l.Tax Status.
The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other 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 provisions
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. 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. The Company has not executed a waiver with respect to the statute
of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company's tax
returns is presently being audited by any taxing authority.


 


m.Certain
Transactions. Except for arm's length transactions pursuant to which the Company or any of its Subsidiaries makes payments
in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third
parties and other than the grant of stock options disclosed in the Company's SEC Documents and on Schedule 3(c), none of the officers,
directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other
than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


n.Disclosure.
Ail information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the
Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct
in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made
herein or therein, in light of the circumstances under which they were made, not misleading.


 


o.Acknowledgment
Regarding Buyer's Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity
of arm's length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges
that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this
Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives
or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely
incidental to the Buyer's purchase of the Securities. The Company further represents to the Buyer that the Company's decision to
enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.


 






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p.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 in any security or solicited any offer to buy any security under circumstances that would require registration
under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated
with any other issuance of the Company's securities (past, current or future) for purposes of any shareholder approval provisions
applicable to the Company or its securities.


 


q.Non-Public
Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide Investor
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information.


 


r.Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the "Company Permits"), and there
is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company
Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company
Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. Since December 31, 2012, neither the Company nor any of its Subsidiaries has received
any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to
the possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 


s.Environmental
Matters.


 


(i) There
are, to the Company's knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past
or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions activities,
circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability
or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state,
local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing,
nor is any action pending or, to the Company's knowledge, threatened in connection with any of the foregoing. The term "Environmental
Laws" means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata], including, without
limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic
or hazardous substances or waste (collectively, "Hazardous Materials"] into the environment, or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as
well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters,
orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 






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(ii) Other
than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the company or any of its Subsidiaries during the
period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company's
or any of its Subsidiaries' business.


 


(iii) There
are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.


 


t.Title
to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3[t] or such as would
not have a Material Adverse Effect. 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 such exceptions as would not have a Material Adverse Effect.


 


u.Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the
Company will provide to the Buyer true and correct copies of all insurance policies relating to the directors' and officers' liability
coverage, errors and omissions coverage, and commercial general liability coverage that are in effect at that time.


 


v.Internal
Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient,
in the judgment of the Company's board of directors, to provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


w.Foreign
Corrupt Practices. Neither the company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made
any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated
or is in violation of any provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


x.Solvency.
The Company [after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market
value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured)
and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving
effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would
impair its ability to, pay its debts from time to time incurred in connection therewith as such debt mature. The Company did not
receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions
contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion
in respect of its current fiscal year.


 






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y.No Investment
Company.  The Company is not, and upon the issuance and sale of Securities as contemplated by this Agreement will not be an
"investment company" required to be registered under the Investment Company Act of 1940 (an "Investment Company"].
The Company is not controlled by an Investment Company.


 


z.Breach
of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth
in the Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered
an Event of default under Section 3.4 of the Note.


 


4.Covenants.


 


a.Best Efforts. The parties shall use their best efforts to satisfy each of the conditions described in
Section 6 and 7 of this Agreement.


 


b.Form
D; Blue Sky Laws. The Company agrees to file a Form D with respect to the securities as required under Regulation D and to
provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before or shortly thereafter the Closing
Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer in
respect to this and projected additionally related applicable closings pursuant to this and other related Agreements under applicable
securities or "blue sky" laws of the states of the United States (or to obtain and exemption from such qualification),
and shall provide evidence of any such action so taken to the Buyer on or prior or shortly thereafter the Closing Date.


 


c.Use of
Proceeds. The Company shall use the proceeds for general working capital purposes.


 


d.Right
of First Refusal. Unless it shall have first delivered to the Buyer, with the exception of any Offerings (as defined herein]
in progress prior to execution of this Agreement, at least seventy two (72] hours prior to the closing of such future Offering
written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation
to be entered into in connection therewith, and providing the Buyer and option during the seventy two (72) hour period following
delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such
Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the ("Right
of first Refusal") (and subject to the exceptions described below). In the event the terms and conditions of a proposed Future
Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company
shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the buyer
thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro
rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The
foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The right
of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public
offering [excluding a continuous offering pursuant to rule 415 under the 1933 Act] or (ii) issuances of securities as consideration
for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary
purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or
license by the company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion
of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional
options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved
by the shareholders of the Company.


 






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e.Listing.
The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation
system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance] and, so long as the
Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing
of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as
the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB, OTCQB, PinkSheets or any
equivalent replacement exchange, the Nasdaq National Market ("Nasdaq"), the Nasdaq SmallCap Market ("Nasdaq SmallCap"),
the New York Stock Exchange ("NYSE"), or the American Stock Exchange ("AMEX") and will comply in all respects
with the Company's reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority
("FINRA") and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it
receives from the OTCBB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued
eligibility of the Common Stock for listing on such exchanges and quotation systems.


 


f.Corporate
Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not
sell all or substantially all of the Company's assets, except in the event of a merger or consolidation or sale of all or substantially
all of the Company's assets, where the surviving or successor entity in such transaction (i) assumes the Company's obligations
hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation
whose Common Stock is listed for trading on the OTCBB, OTCQB, PinkSheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.


 


g.No integration.
The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require
registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be
integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.


 


h.Breach
of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.


 


i.Failure
to Company with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting
requirements of the 1934 Act; and the company shall continue to be subject to the reporting requirements of the 1934 Act.


 


j.Trading
Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer
agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with
respect to the common stock of the Company.


 


5.Transfer Agent Instructions.
The Company shall issue irrevocable instructions to its transfer agent by using the form titled "Irrevocable Transfer Agent
Instructions".


 






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6.Conditions to the Company's
Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject
to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions
are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:


 


a.The Buyer
shall have executed this Agreement and delivered the same to the Company.


 


b.The Buyer
shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c.The representations
and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date


 


d.No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by or in any court or governmental authority or competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.Conditions to the Buyer's
Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction,
at or before the Closing date of each of the following conditions, provided that these conditions are for the Buyer's sole benefit
and may by waived by the Buyer at any time in its sole discretion:


 


a.The Company
shall have executed this Agreement and delivered the same to the Buyer.


 


b.The Company
shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with
Section 1(h) above.


 


c.The Irrevocable
Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, such as providing the transfer
agent section 5 of this agreement with their acknowledgement, shall have been delivered to and acknowledged in writing by the Company's
Transfer Agent,


 


d.The representations
and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing
Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received
copies of certain materials, provided by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing
effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to copies with respect
to the Company's Certificate of Incorporation, Bylaw's and Board of Directors' resolution relating to the transactions contemplated
hereby.


 


e.No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by or in any court or governmental authority or competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 






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f.No event
shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting
obligations.


 


g.The Conversion
Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended
by the SEC or the OTCBB, except if the Company market maker no longer is a member of the OTCBB, at which time the Common Stock
will be authorized for quotation and trading on the OTCQB, PinkSheets or other exchanges.


 


h.The Buyer
shall have received emails and/or faxes from the CEO of the Company described in Section 3 [c) above, dated as of the Closing
Date.


 


8.Governing Law: Miscellaneous.


 


a.Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of Illinois or in the federal courts located in the state and county
of Cook. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The
Company and Buyer waive trail by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's
fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being serviced in any suit, action or
proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


b.Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party.


 


c.Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of,
this Agreement.


 


d.Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof. 


 



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e.Entire
Agreement Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.


 


f.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 (1] personally
served, (ii] deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable
air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, 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 (b] on the second business day
following the date of mailing by express courier service, 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, to:


 


MAX SOUND CORPORATION


2902A Colorado Avenue Santa Monica, CA 90404 Phone 888-777-1987
Fax:


Email: info@maxsound.com


 


If to the Buyer:


 


ICG USA, LLC


425 North Martingale Road Suite 1540


Schaumburg, IL 60173 Phone: 847.278.0333


Fax: 847.276.3390


 


Each party shall provide notice to the other party of
any change in address.


 


g.Successors
and Assigns. This Agreement shall he binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any
person that purchases Securities in a private transaction from the Buyer or to any of its "affiliates," as that term
is defined under the 1934 Act, without the consent of the Company.


 


h.Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to
indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result
of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth
in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 






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j.Publicity.
The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC,
OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,
that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCBB (or other
applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations
(although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall
be provided with a copy thereof and be given an opportunity to comment thereon).


 


k.Further
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.


 


l.No 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.


 


m.Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing
economic loss and without any bond or other security being required. 


 


REMAINDER OF PAGE LEFT BLANK


 



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IN WITNESS WHEREOF, the undersigned Buyer and the Company
have caused this Agreement.


 


	By:	/s/ Greg Halpern	 	By:	/s/ Brian R. Nord
	Name:	Greg Halpern	 	Name:	Brian R. Nord
	Title:	CFO	 	Title:	Chairman & CEO
	Date:	05/22/14	 	Date:	05/22/14


 


to be duly executed as of the date first above written.


 


 


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