Exhibit
10.9


 





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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
Venture Champion Asia Limited, a British Virgin Islands 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 $550,000.00,
                                         and purchase price of $550,000.00, (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.


 


d. 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 21,14, or such other mutually agreed upon time. The Closing Date at such location as may
be agreed to by the parties.


 






    	 



    	 



    




 


 


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		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(1) 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 (i) 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 S"), 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, 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.


 






    	 



    	 



    




 





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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, liens, 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.


 


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 Conflicts. 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 therequirements
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 Changg. 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.


 






    	 



    	 



    

 





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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 (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.


 


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.


 






    	 



    	 



    




 





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n.   Disclosure.
All 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 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.


 


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.


 






    	 



    	 



    

 





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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 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.


 


(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.


 






    	 



    	 



    

 





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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.


 






    	 



    	 



    

 





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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.


 


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.


 






    	 



    	 



    

 





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


 


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-regulatoiy 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(b) 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.


 


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.


 






    	 



    	 



    

 





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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.


 


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.


 






    	 



    	 



    

 





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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 (i) 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:


Venture
Champion Asia Limited 425 North Martingale Road Suite 1540


Schaumburg,
IL 60173


Phone:
847.278.


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 be 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(1), 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.


 


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).


 






    	 



    	 



    




 





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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 THIS DOCUMENT INTENTIONALLY LEFT BLANK


 






    	 



    	 



    

 





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


 





	Max
    Sound Corporation	 	Venture
    Champion Asia Limited
	By:
    /s/Greg Halpern	 	By:/s/Brian
    R. Nord
	 	 	 
	Name:  Greg
    Halpern	 	Name:
    Brian R. Nord
	 	 	 
	Title:  CFO	 	Title:
    Director
	 	 	 
	Date:
    -5/21/2014	 	Date:
    -5/21/2014