EXHIBIT 10.51


  





AMENDMENT NO. 1 


 


TO 


 


PROMISSORY NOTE


  


 


This
Amendment No. 1 to Promissory Note (this “Amendment”), dated as of August 1, 2016 (the “Effective Date”),
is entered into by and between SurePure, Inc., a Delaware corporation (the “Company”), and SBI Investments LLC,
2014-1, a statutory series of Delaware limited liability company (the “Holder”).


 


RECITALS


 


WHEREAS,
the Company issued to the Holder that certain Promissory Note, dated February 11, 2016 (the “Note”);


 


WHEREAS,
Section 4.3 of the Note provides that the Note and any provision therein may be amended by an instrument in writing signed
by the Company and the Holder; and


 


WHEREAS,
the Company and the Holder desire to amend the Note as provided herein.


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Amendment and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the Holder, intending to be legally bound, hereby agree
as follows:


 


AGREEMENT


 


		1.	Capitalized Terms. Except as may be expressly provided herein, all capitalized terms used
herein shall have the meanings assigned to them in the Note.



 






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		2.	Amendment to Maturity Date. The parties desire to extend the Maturity Date of the Note from
August 11, 2016 to October 11, 2016, and as such, the first paragraph of the Note is hereby amended and shall read in its entirety
as follows:



 


FOR
VALUE RECEIVED, SUREPURE, INC., a Nevada corporation (hereinafter called the “Borrower”), as of February
11, 2016 (the “Issue Date”), hereby promises to pay to the order SBI INVESTMENTS LLC, 2014-1, a statutory
series of Delaware limited liability corporation, or its registered assigns (the “Holder”) the sum of US$330,000.00,
subject to any adjustments set forth in Section 1.9 herein, together with any interest as set forth herein, on or before
October 11, 2016 (the “Maturity Date”). This Note may not be prepaid in whole or in part except as otherwise
explicitly set forth herein. Any amount of principal which is not paid when due shall bear interest at the rate of twenty two percent
(22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder
(to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance
with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address
as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead
be due on the next succeeding day which is a business day. As used in this Note, the term “business day” shall
mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized
or required by law or executive order to remain closed.





 


		3.	Amendment to Section 1.2(a). The parties desire to change the Variable Conversion Price
set forth in the Note, and as such, Section 1.2(a) of the Note is hereby amended and shall read in its entirety as follows:



 


(a) Calculation
of Conversion Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price
(as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating
to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 55% multiplied by
the Market Price (as defined herein) (representing a discount rate of 45%). “Market Price” means the average
of the lowest three VWAPs (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest
complete Trading Day prior to the Conversion Date. “VWAP” means, for any date, the price determined by the first
of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock
is then listed or quoted for trading as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time); (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then
quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets”
published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock
as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company. “Trading
Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities
exchange or other securities market on which the Common Stock is then being traded. “Trading Market” means the
Nasdaq Capital Market, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, or the OTC Markets.


 






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		4.	Amendment to Section 1.9. The parties desire to change the prepayment schedule set forth
in the Note, and as such, Section 1.9 of the Note is hereby amended and shall read in its entirety as follows:






 


1.1             
1.9 Repayment of Principal Amount. The principal amount of this Note, initially US$330,000.00,
may be prepaid at any time and shall be subject to the following upward adjustments, subject to the payment period upon which the
date all amounts hereunder are paid in full by the Borrower occurs, as follows:


 


	Date of Note Satisfaction	Principal Amount of this Note
	0 to 90 days after the Issue Date	$330,000.00
	91 to 120 days after the Issue Date	$340,000.00
	121 to 150 days after the Issue Date	$350,000.00
	151 days to the 180 days after the Issue Date	$360,000.00
	181 days to 210 days after the Issue Date	$375,000.00
	211 days to 240 days after the Issue Date	$390,000.00


 


 


		5.	Conforming Changes. All provisions in the Note and any amendments, attachments, schedules
or exhibits thereto in conflict with this Amendment shall be and hereby are changed to conform to this Amendment.






 


		4.	Full Force and Effect. The remainder of the Note is not amended hereby and shall remain
in full force and effect, except as otherwise set forth in this Amendment. The parties hereby ratify and confirm the terms and
conditions of the Note, as supplemented and amended by this Amendment.






 


		5.	Recitals. The Recitals above are true and correct and are hereby incorporated by reference.






 


		6.	Counterparts. This Amendment may be executed in counterparts (including by means of facsimile
or electronic transmission), each of which shall be deemed an original but all of which, when taken together, will constitute one
and the same agreement.



 






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IN
WITNESS WHEREOF, the Company and the Holder have made and executed this Amendment effective as of the Effective Date.


 


 





	COMPANY:	 	HOLDER:
	 	 	 
	SUREPURE, INC.	 	SBI INVESTMENTS LLC, 2014-1
	 	 	 	 	 
	By:	/s/ Stephen M. Robinson	 	By:	/s / Peter
Wisniewski
	Name:	Stephen M. Robinson	 	Name:	Peter
Wisniewski




	Title:	Chief Financial Officer	 	Title:	Manager
	 	 	 	 	 
	 	 	 	 	 


 


 







 



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