COMMON STOCK PURCHASE AGREEMENT


 


THIS COMMON STOCK PURCHASE
AGREEMENT (“Agreement”) is made as of this 8th day of May 2012, by and between IZEA, Inc., a Nevada corporation
(the “Company”), and the Investors set forth on the signature pages affixed hereto (each, an “Investor”
and, collectively, the “Investors”).


 


Recitals


 


A.           The
Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended.


 


B.           The
Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions
stated in this Agreement, shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”),
at a purchase price of $0.125 per share.


 


C.           Pursuant
to this Agreement, the Company is seeking to sell, on a “best efforts” basis, approximately $2,500,000 in gross proceeds
of shares of Common Stock to the Investors. One or more Closings may be held under the terms of this Agreement.


 


D.           Contemporaneous
with sales of Common Stock, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached hereto
as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company will agree to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder,
and applicable state securities laws.


 


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


 


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


 


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


 


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


 



    	 



    	 



    

 


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


 


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


 


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


 


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


 


“Effective Date”
means the date on which the initial Registration Statement is declared effective by the SEC.


 


“Effectiveness
Deadline” means the date on which the initial Registration Statement is required to be declared effective by the SEC
under the terms of the Registration Rights Agreement.


 


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


 


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


 


“Material Contract”
means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which
is material to the business of the Company and its Subsidiaries, taken as a whole, including those that have been filed or were
required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.


 



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


 


“Registration
Statement” has the meaning set forth in the Registration Rights Agreement.


 


“Required Investors”
means (i) prior to Closing, the Investors agreeing to purchase a majority of the Shares pursuant to this Agreement, and (ii) from
and after Closing, the Investors beneficially owning (calculated as provided in Rule 13d-3 under the 1934 Act) a majority of the
Shares then beneficially owned by all of the Investors.


 


“SEC Filings”
has the meaning set forth in Section 4.6.


 


“Shares”
means the shares of Common Stock being purchased by the Investors hereunder.


 


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


 


“Transaction
Documents” means this Agreement and the Registration Rights Agreement.


 


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


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


2.           Purchase
and Sale of the Shares. Subject to the terms and conditions of this Agreement, each of the Investors shall severally, and not
jointly, purchase, and the Company shall sell and issue to the Investors (the “Closing”), the Shares in the
respective amounts set forth below the Investor’s name on the signature pages attached hereto in exchange for the aggregate
purchase price for the Shares calculated on such signature pages (the “Purchase Price”) as specified in Section
3 below.


 


3.           Closing.
The date and time of the Closing of the purchase and sale of the Shares (the “Closing Date”) shall be 4:00 p.m.,
Eastern time, on the date hereof at the offices of Greenberg Traurig, LLP, the MetLife Building, 200 Park Avenue, 15th
Floor, New York, New York 10166, or at such other location and on such other date and time as the Company and each Investor shall
mutually agree. On the Closing Date, (i) each Investor shall pay its Purchase Price to the Company for the Shares to be issued
and sold to such Investor at the Closing (or, as applicable, cancellation of the amount of any liabilities in lieu thereof), by
wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company
shall deliver to each Investor a stock certificate evidencing the Shares (allocated in the amounts as such Investor shall request)
which such Investor is then purchasing hereunder, duly executed on behalf of the Company and registered in the name of such Investor
or its designee.


 



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


 


4. 1          Organization,
Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority
to carry on its business as now conducted and to own or lease its properties. Each of the Company and its Subsidiaries is duly
qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not
had and could not reasonably be expected to have a Material Adverse Effect. The Company’s Subsidiaries are listed on Schedule
4.1 hereto.


 


4.2           Authorization.
The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors
and stockholders necessary (i) for the authorization, execution and delivery of the Transaction Documents, (ii) for the authorization
of the performance of all obligations of the Company hereunder or thereunder, and (iii) for the authorization, issuance and delivery
of the Shares. The Transaction Documents constitute the legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable
principles and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy.


 


4.3           Capitalization.
Schedule 4.3 sets forth, (a) the authorized capital stock of the Company; (b) the number of shares of capital stock issued
and outstanding before giving effect to the issuance of the Shares; and (c) the number of shares of capital stock issuable and
reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock
of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly
issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance with applicable state and
federal securities law and any rights of third parties. Except as described on Schedule 4.3, all of the issued and outstanding
shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free
of pre-emptive rights, were issued in compliance with applicable state and federal securities law and any rights of third parties
and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described
on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities
of the Company. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities
or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated
to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries
is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3
and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first
purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to
the securities of the Company held by them. Except as described on Schedule 4.3 and except as provided in the Registration
Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act,
whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account
of any other Person.


 



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Except as described on
Schedule 4.3, the issuance and sale of the Shares hereunder will not obligate the Company to issue shares of Common Stock
or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion,
exchange or reset price of any outstanding security.


 


4.4          Valid
Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be
validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those
created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable
securities laws.


 


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


 



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4.6          Delivery
of SEC Filings; Business. The Company has made available to the Investors through the EDGAR system, true and complete copies
of the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2011 (the “10-K”),
and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof (each,
as amended prior to the date hereof, collectively, the “SEC Filings”). The SEC Filings are the only filings
required of the Company pursuant to the 1934 Act for such period. The Company and its Subsidiaries are engaged in all material
respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all
material respects of the business of the Company and its Subsidiaries, taken as a whole.


 


4.7          Use
of Proceeds. The net proceeds of the sale of the Shares shall be used by the Company for working capital and general corporate
purposes, including marketing, public relations and investor relations activities.


 


4.8          No
Material Adverse Change. Since December 31, 2011, except as identified and described in the SEC Filings or as described on
Schedule 4.8, there has not been:


 


(i)          any
change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in
the financial statements included in the 10-K, except for changes in the ordinary course of business which have not had and could
not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate;


 


(ii)         any
declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the
Company, or any redemption or repurchase of any securities of the Company;


 


(iii)        any
material damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company or its Subsidiaries;


 


(iv)        any
waiver, not in the ordinary course of business, by the Company or any Subsidiary of a material right or of a material debt owed
to it;


 


(v)         any
satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or a Subsidiary, except
in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results
or business of the Company and its Subsidiaries taken as a whole (as such business is currently conducted or as currently proposed
to be conducted);


 


(vi)        any
change or amendment to the Company's Articles of Incorporation or By-laws, or material change to any Material Contract by which
the Company or any Subsidiary is bound or to which any of their respective assets or properties is subject;


 


(vii)       any
material labor difficulties or labor union organizing activities with respect to employees of the Company or any Subsidiary;


 



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(viii)      any
material transaction entered into by the Company or a Subsidiary other than in the ordinary course of business; or


 


(ix)         any
other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.


 


4.9          SEC
Filings; Section 12 Registration.


 


(a)          At
the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act
and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.


 


(b)          Each
registration statement and any amendment thereto filed by the Company since May 12, 2011 pursuant to the 1933 Act and the rules
and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects
with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to
Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order
to make the statements made therein, in the light of the circumstances under which they were made, not misleading.


 


(c)          Neither
the Common Stock nor any other class of the Company’s equity securities is currently registered with the SEC pursuant to
Section 12 of the 1934 Act.


 


4.10        No
Conflict, Breach, Violation or Default. The authorization, execution and delivery of the Transaction Documents, the authorization
of the performance of all obligations of the Company hereunder or thereunder, and the authorization, issuance and delivery of the
Shares will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a
default under the Company’s Articles of Incorporation or the Company’s By-laws, both as in effect on the date hereof
(true and complete copies of which have been made available to the Investors through the EDGAR system), or (b) any statute, rule,
regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company,
any Subsidiary or any of their respective assets or properties, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse
claim upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, in the case of (i)(b) and
(ii) above, except for any such conflicts, violations, defaults or adverse claims that could not reasonably be expected to result
in a Material Adverse Effect, individually or in the aggregate.


 



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4.11        Tax
Matters. The Company and each Subsidiary has timely prepared and filed all tax returns required to have been filed by the Company
or such Subsidiary with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it.
The charges, accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are adequate in all material
respects, and there are no material unpaid assessments against the Company or any Subsidiary nor, to the Company’s Knowledge,
any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state
or local taxing authority except for any assessment which is not material to the Company and its Subsidiaries, taken as a whole.
All taxes and other assessments and levies that the Company or any Subsidiary is required to withhold or to collect for payment
have been duly withheld and collected and paid to the proper governmental entity or third party when due. There are no tax liens
or claims pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary or any of their respective
assets or property. Except as described on Schedule 4.11, there are no outstanding tax sharing agreements or other such
arrangements between the Company and any Subsidiary or other corporation or entity.


 


4.12        Title
to Properties. Except as disclosed in the SEC Filings, the Company and each Subsidiary has good and marketable title to all
real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them;
and except as disclosed in the SEC Filings, the Company and each Subsidiary holds any leased real or personal property under valid
and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof
by them.


 


4.13        Certificates,
Authorities and Permits. The Company and each Subsidiary possess adequate certificates, authorities or permits issued by
appropriate governmental agencies or bodies necessary to conduct the business now operated by it, the lack of which could not
reasonably be expected to result in a Material Adverse Effect, individually or in the aggregate, and neither the Company nor
any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or such Subsidiary, could reasonably be expected to have a
Material Adverse Effect, individually or in the aggregate.


 


4.14        Labor
Matters.


 


(a)          Except
as set forth on Schedule 4.14, the Company is not a party to or bound by any collective bargaining agreements or other agreements
with labor organizations. The Company has not violated in any material respect any laws, regulations, orders or contract terms,
affecting the collective bargaining rights of employees, labor organizations or any laws, regulations or orders affecting employment
discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours, other than violations
that could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.


 



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(b)          (i)
There are no labor disputes existing, or to the Company's Knowledge, threatened, involving strikes, slow-downs, work stoppages,
job actions, disputes, lockouts or any other disruptions of or by the Company's employees, (ii) there are no claims pertaining
to unfair labor practices or petitions for election pending or, to the Company's Knowledge, threatened before the National Labor
Relations Board or any other federal, state or local labor commission relating to the Company's employees, and (iii) no demand
for recognition or certification heretofore made by any labor organization or group of employees is pending with respect to the
Company.


 


(c)          The
Company is, and at all times since May 12, 2011 has been, in compliance in all respects with all applicable laws respecting employment
(including laws relating to classification of employees and independent contractors) and employment practices, terms and conditions
of employment, wages and hours, and immigration and naturalization, other than violation that could not reasonably be expected
to have a Material Adverse Effect, individually or in the aggregate. There are no claims pending against the Company before the
Equal Employment Opportunity Commission or any other administrative body or in any court asserting any violation of Title VII of
the Civil Rights Act of 1964, the Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or 1983 or any other federal, state
or local Law, statute or ordinance barring discrimination in employment.


 


(d)          Except
as disclosed in the SEC Filings or as described on Schedule 4.14, the Company is not a party to, or bound by, any employment
or other contract or agreement that contains any severance, termination pay or change of control liability or obligation, including,
without limitation, any “excess parachute payment,” as defined in Section 280G(b) of the Internal Revenue Code.


 


(e)          Except
as specified in Schedule 4.14, each of the Company's employees is a Person who is either a United States citizen or a permanent
resident entitled to work in the United States. To the Company's Knowledge, the Company has no liability for the improper classification
by the Company of such employees as independent contractors or leased employees prior to the Closing.


 


4.15        Intellectual
Property.


 


(a)          All
Intellectual Property of the Company and its Subsidiaries is currently in compliance with all legal requirements (including timely
filings, proofs and payments of fees) and is valid and enforceable. No Intellectual Property of the Company or its Subsidiaries
which is necessary for the conduct of Company’s and each of its Subsidiaries’ respective businesses as currently conducted
or as currently proposed to be conducted has been or is now involved in any cancellation, dispute or litigation, and, to the Company’s
Knowledge, no such action is threatened. No patent of the Company or its Subsidiaries has been or is now involved in any interference,
reissue, re-examination or opposition proceeding.


 


(b)          All
of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are necessary for
the conduct of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently
proposed to be conducted to which the Company or any Subsidiary is a party or by which any of their assets are bound (other than
 generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price
of less than $10,000 per license) (collectively, “License Agreements”) are valid and binding obligations of
the Company or its Subsidiaries that are parties thereto and, to the Company’s Knowledge, the other parties thereto, enforceable
in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, and there
exists no event or condition which will result in a material violation or breach of or constitute (with or without due notice or
lapse of time or both) a default by the Company or any of its Subsidiaries under any such License Agreement.


 



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(c)          The
Company and its Subsidiaries own or have the valid right to use all of the Intellectual Property that is necessary for the conduct
of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed
to be conducted and for the ownership, maintenance and operation of the Company’s and its Subsidiaries’ properties
and assets, free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property
and Confidential Information, other than licenses entered into in the ordinary course of the Company’s and its Subsidiaries’
businesses. The Company and its Subsidiaries have a valid and enforceable right to use all third party Intellectual Property and
Confidential Information that is necessary for the conduct of the Company’s and its Subsidiaries’ respective businesses
as currently conducted or as currently proposed to be conducted.


 


(d)          To
the Company’s Knowledge, the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted
does not infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property
rights of any third party or any confidentiality obligation owed to a third party, and, to the Company’s Knowledge, the Intellectual
Property and Confidential Information of the Company and its Subsidiaries which are necessary for the conduct of Company’s
and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted are not
being Infringed by any third party. There is no litigation or order pending or outstanding or, to the Company’s Knowledge,
threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Intellectual
Property or Confidential Information of the Company and its Subsidiaries and the Company’s and its Subsidiaries’ use
of any Intellectual Property or Confidential Information owned by a third party, and, to the Company’s Knowledge, there is
no valid basis for the same.


 


(e)          The
consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration,
loss, impairment of or restriction on the Company’s or any of its Subsidiaries’ ownership or right to use any of the
Intellectual Property or Confidential Information which is necessary for the conduct of Company’s and each of its Subsidiaries’
respective businesses as currently conducted or as currently proposed to be conducted.


 



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(f)          The
Company and its Subsidiaries have taken reasonable steps to protect the Company’s and its Subsidiaries’ rights in their
Intellectual Property and Confidential Information. Each employee, consultant and contractor who has had access to Confidential
Information which is necessary for the conduct of Company’s and each of its Subsidiaries’ respective businesses as
currently conducted or as currently proposed to be conducted has executed an agreement to maintain the confidentiality of such
Confidential Information and has executed appropriate agreements that are substantially consistent with the Company’s standard
forms thereof. Except under confidentiality obligations, to the Company’s Knowledge, there has been no material disclosure
of any of the Company’s or its Subsidiaries’ Confidential Information to any third party.


 


4.16        Environmental
Matters. Neither the Company nor any Subsidiary is in violation in all material respects of any statute, rule, regulation,
decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release
of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous
or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with
any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental
Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had
or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or,
to the Company’s Knowledge, threatened investigation by any governmental authority that might lead to such a claim.


 


4.17        Litigation.
Except as described on Schedule 4.17, there are no pending actions, suits or proceedings against or affecting the Company,
its Subsidiaries or any of its or their properties; and no such actions, suits or proceedings have been threatened in writing or,
to the Company’s Knowledge, orally. Neither the Company nor any Subsidiary, nor any director or officer thereof in his capacity
as such, is or since May 12, 2011 has been the subject of any action involving a claim of violation of or liability under federal
or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s Knowledge, there
is not pending or threatened, any investigation by the SEC involving the Company or any current or former director or officer of
the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed
by the Company or any Subsidiary under the 1933 Act or the 1934 Act.


 


4.18        Financial
Statements. The financial statements included in each SEC Filing comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent
corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the
Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial
statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent
basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial
statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements of the Company included
in the SEC Filings filed prior to the date hereof or as described on Schedule 4.18, neither the Company nor any of its Subsidiaries
has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as
to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate,
have had or could reasonably be expected to have a Material Adverse Effect.


 



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4.19        Insurance
Coverage. The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably
situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary, and the
Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is
customary for comparably situated companies to insure.


 


4.20        Compliance
with Quotation Requirements. The Common Stock is quoted on the OTC Bulletin Board and/or the OTCQB marketplace, and the Company
has taken no action designed to remove, or likely to have the effect of removing, the Common Stock from quotation from both those
markets, nor has the Company received any notification that the SEC or the Financial Industry Regulatory Authority, Inc. (“FINRA”)
is contemplating terminating such quotations.


 


4.21        Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than as described in Schedule
4.21.


 


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


 


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


 


4.24        Private
Placement. Subject to the accuracy of the representations and warranties in Section 5, the offer and sale of the Shares to
the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.


 


4.25        Questionable
Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their
respective current or former stockholders, directors, officers, employees, agents or other Persons acting on behalf of the Company
or any Subsidiary, has on behalf of the Company or any Subsidiary or in connection with their respective businesses: (a) used any
corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b)
made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established
or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on
the books and records of the Company or any Subsidiary; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback
or other unlawful payment of any nature.


 



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4.26        Transactions
with Affiliates. Except as disclosed in the SEC Filings or as disclosed on Schedule 4.26, none of the officers or directors
of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction
with the Company or any Subsidiary (other than as holders of stock options and/or warrants, and 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 Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.


 


4.27        Internal
Controls. The Company is in material compliance with the provisions of the Sarbanes-Oxley
Act of 2002 currently applicable to the Company. The Company and the Subsidiaries maintain a system of internal accounting
controls sufficient 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 GAAP 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. The Company has established disclosure controls and procedures
(as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to
ensure that material information relating to the Company, including the Subsidiaries, is made known to the certifying officers
by others within those entities, particularly during the period in which the Company’s most recently filed periodic report
under the 1934 Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of
the Company's controls and procedures as of the end of the period covered by the most recently filed periodic report under the
1934 Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report
under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the
Company's internal controls (as such term is defined in Item 308 of Regulation S-K) or, to the Company's Knowledge, in other factors
that could significantly affect the Company's internal controls. The Company maintains and will continue to maintain a standard
system of accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.


 


4.28        Investment
Company. The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing
will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 



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4.29        Disclosures.
Neither the Company nor any Person acting on its behalf has provided the Investors or their agents or counsel with any information
that constitutes or might constitute material, non-public information, other than the terms of the transactions contemplated hereby.
The written materials delivered to the Investors in connection with the transactions contemplated by the Transaction Documents
do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made, not misleading.


 


5.         Representations
and Warranties of the Investors. Each of the Investors hereby severally, and not jointly, represents and warrants to the Company
that:


 


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


 


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


 


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


 


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


 


5.5          Investor
Knowledge of the Company’s Penny Stock. Such Investor acknowledges that the Company’s Common Stock is currently
deemed a “penny stock,” and therefore subject to the “penny stock” rules adopted under Section 15(g) of
the 1934 Act.  Such Investor is aware that many brokers have decided not to trade penny stocks because of the requirements
of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited.
If the Shares remain subject to the penny stock rules, such Investor acknowledges that it may find it more difficult to dispose
of the Shares.


 



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5.6          Disclosure
of Information. Such Investor has had an opportunity to receive all information related to the Company requested by it and
to ask questions of and receive answers from the Company regarding the Company, the Subsidiaries and their respective businesses
and the terms and conditions of the offering of the Shares. Such Investor acknowledges receipt of copies of the SEC Filings. Neither
such inquiries nor any other due diligence investigation conducted by such Investor shall modify, limit or otherwise affect such
Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.


 


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


 


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


 


(a)          “The
securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission
of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may
not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended,
(ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory
to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.”


 


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


 


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


 


5.10        No
General Solicitation. Such Investor did not learn of the investment in the Shares as a result of any general solicitation or
general advertising.


 


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


 



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5.12        Prohibited
Transactions. Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting
on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither
such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares
discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments,
including in respect of the Shares, or (z) is subject to such Investor’s review or input concerning such Affiliate’s
investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed
to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in
Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, granted any other right (including, without limitation, any
put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant
part of its value from the Common Stock or otherwise sought to hedge its position in the Shares (each, a “Prohibited Transaction”).
Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline,
such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction.
Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.12 are being made for
the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert
any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.12.


 


6. Conditions to
Closing.


 


6.1          Conditions
to the Investors’ Obligations. The obligation of each Investor to purchase the Shares at the Closing is subject to the
fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may
be waived by such Investor (as to itself only):


 


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


 


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


 



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(c)          The
Company shall have executed and delivered the Registration Rights Agreement.


 


(d)          The
Company shall have delivered to the Investors an executed Lock-Up Agreement with Donna Mackenzie, the Company’s current Chief
Financial Officer, pursuant to which she shall agree not to sell or otherwise dispose of, directly or indirectly, the shares of
the Company’s Common Stock beneficially owned by her for a period of 12 months following the Closing, except that Ms. Mackenzie
may sell or otherwise dispose of not more than 100,000 Shares per month (on a non-cumulative basis) during that period.


 


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


 


(f)          The
Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial
Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (e) and
(i) of this Section 6.1.


 


(g)          The
Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying
the resolutions adopted by the Board of Directors of the Company and the stockholders of the Company, to the extent applicable,
approving the Transaction Documents, and the transactions contemplated by this Agreement and the other Transaction Documents and
the issuance of the Shares, certifying the current versions of the Articles of Incorporation and By-laws of the Company and certifying
as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.


 


(h)          The
Investors shall have received an opinion from Greenberg Traurig, LLP, the Company's counsel, dated as of the Closing Date, in form
and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request.


 


(i)          No
stop order or suspension of trading shall have been imposed by FINRA, the SEC or any other governmental or regulatory body with
respect to public trading in the Common Stock.


 


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


 



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(a)         The
representations and warranties made by the Investors in Section 5 hereof (the “Investment Representations”)
shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing
Date with the same force and effect as if they had been made on and as of said date. The Investment Representations shall be true
and correct in all respects when made, and shall be true and correct in all respects on the Closing Date with the same force and
effect as if they had been made on and as of said date. The Investors shall have performed in all material respects all obligations
and covenants herein required to be performed by them on or prior to the Closing Date.


 


(b)         The
Investors shall have executed and delivered the Registration Rights Agreement.


 


(c)         The
Investors shall have delivered the Purchase Price to the Company.


 


6.3          Termination
of Obligations to Effect Closing; Effects.


 


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


 


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


 


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


 


(iii)        By
an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment,
and shall not have been waived by the Investor; or


 


(iv)        By
either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to June 29, 2012;


 


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


 


(b)          In
the event of termination by the Company or any Investor of its obligations to effect the Closing pursuant to this Section 6.3,
written notice thereof shall forthwith be given to the other Investors by the Company and the other Investors shall have the right
to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this
Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of
this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other
party of its obligations under this Agreement or the other Transaction Documents.


 



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7.         Covenants
and Agreements of the Company.


 


7.1           Reports.
The Company will furnish to the Investors and/or their assignees such information relating to the Company and its Subsidiaries
as from time to time may reasonably be requested by the Investors and/or their assignees; provided, however, that
the Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors,
unless prior to disclosure of such information the Company identifies such information as being material nonpublic information
and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material
nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality
agreement with the Company with respect thereto.


 


7.2           No
Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would conflict
or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Documents.


 


7.3           Insurance.
The Company shall not materially reduce the insurance coverages described in Section 4.19.


 


7.4           Compliance
with Laws. The Company will comply in all material respects with all applicable laws, rules, regulations, orders and decrees
of all governmental authorities.


 


7.5           Termination
of Covenants. The provisions of Sections 7.1 through 7.4 shall terminate and be of no further force and effect on the date
on which the Company’s obligations under the Registration Rights Agreement to register or maintain the effectiveness of any
registration covering the Registrable Securities (as such term is defined in the Registration Rights Agreement) shall terminate.


 


7.6           Removal
of Legends. In connection with any sale or disposition of the Shares by an Investor pursuant to Rule 144 or pursuant to any
other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor
with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for
the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Shares sold or disposed
of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or
(ii) the Shares becoming freely tradable by a non-affiliate (without the need for current public information) pursuant to Rule
144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate
representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares,
together with either (1) a customary representation by the Investor that Rule 144 applies to the shares of Common Stock represented
thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in accordance
with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent
one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933
Act. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates
evidencing the Investor’s Shares to be replaced with certificates which do not bear such restrictive legends. When the Company
is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate
is not delivered to an Investor within three (3) Business Days of submission by that Investor of a legended certificate and supporting
documentation to the Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received by the
Investor, the Investor, or any third party on behalf of such Investor or for the Investor’s account, purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares represented
by such certificate (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either
directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as
a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor as a result of
the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable to
the Investor in respect of the Buy-In.


 



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8.         Survival
and Indemnification.


 


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


 


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


 


8.3        Conduct of Indemnification
Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,
or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory
to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest
exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified
parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or litigation.


 



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9.         Miscellaneous.


 


9.1           Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investors,
as applicable; provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole
or in part to an Affiliate or to a third party acquiring some or all of its Shares in a transaction complying with applicable securities
laws without the prior written consent of the Company or the other Investors. The provisions of this Agreement shall inure to the
benefit of and be binding upon the respective permitted successors and assigns of the parties. Without limiting the generality
of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination
transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time
of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company
hereunder, the term “Company” shall be deemed to refer to such Person and the term “Shares” shall be deemed
to refer to the securities received by the Investors in connection with such transaction. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


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


 


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


 



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9.4           Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete
transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the
recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally
recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All notices
shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate
by ten days’ advance written notice to the other party:


 


If to the Company:


 


IZEA, Inc.


150 N. Orange Avenue, Suite 412


Orlando, Florida 32801


Attention: Mr. Edward H. (Ted)
Murphy, President & CEO


Fax: (407) 264-8489


 


With a copy to:


 


Greenberg Traurig, LLP


MetLife Building


200 Park Avenue, 15th
Floor


New York, New York 10166


Attention: Spencer G. Feldman,
Esq.


Fax: (212) 801-6400


 


If to the Investors:


 


to the addresses set forth on
the signature pages hereto.


 


9.5           Expenses.
The parties hereto shall pay their own costs and expenses in connection herewith. The Company shall reimburse the Investors upon
demand for all reasonable out-of-pocket expenses incurred by the Investors, including without limitation reimbursement of attorneys’
fees and disbursements, in connection with any amendment, modification or waiver of this Agreement or the other Transaction Documents
requested by the Company. In the event that legal proceedings are commenced by any party to this Agreement against another party
to this Agreement in connection with this Agreement or the other Transaction Documents, the party or parties which do not prevail
in such proceedings shall severally, but not jointly, pay their pro rata share of the reasonable attorneys’ fees and other
reasonable out-of-pocket costs and expenses incurred by the prevailing party in such proceedings.


 


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


 



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9.7           Publicity.
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by
the Company or the Investors without the prior consent of the Company (in the case of a release or announcement by the Investors)
or the Investors (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld),
except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange
or securities market, in which case the Company or the Investors, as the case may be, shall allow the Investors or the Company,
as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement
in advance of such issuance. By 9:30 a.m. (New York City time) on the trading day immediately following the Closing Date, the Company
shall issue a press release disclosing the consummation of the transactions contemplated by this Agreement. No later than the fourth
trading day following the Closing Date, the Company will file a Current Report on Form 8-K attaching the press release described
in the foregoing sentence as well as copies of the Transaction Documents. In addition, the Company will make such other filings
and notices in the manner and time required by the SEC or its trading market.


 


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


 


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


 


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


 



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9.11         Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District
Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising
out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or
proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices
under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action
or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue
of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST
A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS
TO THIS WAIVER.


 


9.12         Independent
Nature of Investors' Obligations and Rights. The obligations of each Investor under any Transaction Document are several and
not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the
obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Shares pursuant to
the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any
Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor
acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and
that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Shares or enforcing
its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that each
of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple Investors
and not because it was required or requested to do so by any Investor.


 


[signature page follows]


 






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IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	The Company:	IZEA, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


The Investors:


	 	Name of Investor:
	 	 
	 	If an entity: 
	 	 
	 	Print Name of Entity: 
	 	 
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	If an individual:
	 	 
	 	Print Name:_____________________________________
	 	 
	 	Signature:_____________________________________
	 	 
	 	All Investors:
	 	 
	 	Address:_____________________________________
	 	 
	 	_____________________________________ 
	 	 
	 	Telephone No.:_____________________________________ 
	 	 
	 	Facsimile No.:______________________________________ 
	 	 
	 	Email Address:_____________________________________ 
	 	 
	 	The Investor hereby elects to purchase ___________ Shares (to be completed by Investor) under this Purchase Agreement at a price of $0.125 per Share for an aggregate Purchase Price of $_________ (to be completed by Investor).


  



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