SHARE PURCHASE AGREEMENT


 


This
Share Purchase Agreement (this “Agreement”) is dated as of May 24, 2013, between SurePure, Inc., a Nevada corporation
(the “Company”), and Trinity Asset Management (Proprietary) Limited,
a company formed under the laws of South Africa (Registration Number: 1996/010864/07) (the “Purchaser”). 


 


WHEREAS, subject to the terms and conditions
set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act”), Rule 506 promulgated thereunder and Regulation S promulgated thereunder, the Company desires to issue and sell to
the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this
Agreement.


 


NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I.


 


DEFINITIONS 


 


1.1 Definitions. In addition to the terms defined elsewhere
in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the
Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:


 


“Action” shall have the meaning ascribed to such
term in Section 3.1(j).


 


“Additional Shares” shall have the meaning ascribed
to such term in Section 2.3.


 


“Affiliate” means any Person that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used
in and construed under Rule 405 under the Securities Act.


 


“Board of Directors” means the board of directors
of the Company.


 


“Business Day” means any day except any Saturday,
any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State
of New York are authorized or required by law or other governmental action to close.


 


“Closing” means each closing of the purchase and
sale of the Shares pursuant to Section 2.1.


 


“Closing Date” shall have the meaning ascribed to
such term in Section 2.1.


 






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“Commission” means the United States Securities
and Exchange Commission.


 


“Common Stock” means the common stock of the Company,
par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.


 


“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, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Disclosure Schedules” shall have the meaning ascribed
to such term in Section 3.1.


 


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


 


“GAAP” shall have the meaning ascribed to such term
in Section 3.1(h).


 


“Instalment” shall have the meaning ascribed to
such term in Section 2.1.


 


“Liens” means a lien, charge, pledge, security interest,
encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material Adverse Effect” shall have the meaning
assigned to such term in Section 3.1(b).


 


“Person” means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or
an agency or subdivision thereof) or other entity of any kind.


 


“Preferred Stock” means shares of the Company’s
Nonvoting Convertible Preferred Stock, par value $0.01 per share.


 


“Proceeding” means an action, claim, suit, investigation
or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced
or threatened.


 


“Prospectus” shall mean the Company’s Supplemental
Prospectus as filed with the Commission on May 17, 2013.


 


“Purchase Price” shall mean US$1.00 per share.


 


“Purchaser Party” shall have the meaning ascribed
to such term in Section 4.9.


 


“Required Approvals” shall have the meaning ascribed
to such term in Section 3.1(e).


 






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“Regulation S” means Regulation S promulgated by
the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule
or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Rule 144” means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“SEC Reports” shall have the meaning ascribed to
such term in Section 3.1(h).


 


“Shares” means shares of the Company’s Common
Stock.


 


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


 


“Short Sales” means all “short sales”
as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation
of borrowable shares of Common Stock).


 


“Subscription Amount” means the aggregate Purchase
Price to be paid for the Shares purchased under this Agreement in United States dollars and in immediately available funds.


 


“Subsidiary” means any subsidiary or variable interest
entity of the Company as set forth in the Prospectus.


 


“Transaction Documents” means this Agreement, all
exhibits and schedules hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer Agent” means Vstock Transfer, LLC, the
current transfer agent of the Company, with a mailing address of 77 Spruce Street, Suite 201, Cedarhurst, New York 11516, and any
successor transfer agent of the Company.


 


ARTICLE II.


 


PURCHASE AND SALE 


 


2.1 Closings. On the dates specified below in this Section
(each, a “Closing Date”) for the purchase and sale of the three instalments of Shares referenced below, and upon the
terms and subject to the conditions set forth herein, the Company will sell, and the Purchaser will purchase, an aggregate of 1,000,000
Shares for the Subscription Amount payable for the number of Shares to be purchased and sold at such Closing. The Shares will be
purchased and sold in three instalments (the “Instalments”), as follows:


 






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	Closing Date	Number of Shares
	May 24, 2013	250,000
	May 31, 2013	250,000
	June 28, 2013	500,000


 


Time shall be of the essence in connection with the performance
of all obligations to be performed at each Closing. At each Closing, (a) the Purchaser shall deliver to the Subscription Amount
to the Company in accordance with Schedule I to this Agreement and (b) within three business days following receipt of the
Subscription Amount, the Company shall send the Shares purchased on the Closing Date to the Purchaser at its address set forth
on the execution page to this Agreement. Upon satisfaction of the covenants and conditions set forth in Section 2.2, each Closing
shall occur at One Lagoon Drive, Suite 204, Milnerton, Cape Town, South Africa or such other location as the parties shall mutually
agree.


 


2.2 Closing Conditions.


 


(a) The obligations of the Company under this Agreement in connection
with each Closing are subject to the following conditions being met:


 


(i) the accuracy in all material respects on the
Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which
case they shall be accurate as of such date); and


 


(ii) all obligations, covenants and agreements of
the Purchaser required to be performed at or prior to the Closing Date shall have been performed.


 


(b) The obligations of the Purchaser under this Agreement in
connection with each Closing are subject to the following conditions being met:


 


(i) the accuracy in all material respects when made
and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
and


 


(ii) all obligations, covenants and agreements of
the Company required to be performed at or prior to the Closing Date shall have been performed.


 


2.3 Option to Purchase Additional Shares. If the Purchaser
has complied fully with its obligations under Section 2.1 and has purchased 1,000,000 Shares, the Purchaser shall have the option
to purchase any or all of 1,000,000 additional shares of Common Stock (the “Additional Shares”) at any one time or
from time to time by partial exercise on or before 5:00 PM EST on July 31, 2013 at an exercise price of $1.35 per share. All exercises
of the option to purchase Additional Shares shall be made by written notice to the Company given not less than three (3) business
days prior to the intended date of exercise specifying the number of Additional Shares to be purchased and the amount of the aggregate
purchase price therefor. Unless otherwise directed in writing by the Company, payment of exercise price for the purchase of any
Additional Shares shall be made in accordance with Schedule I to this Agreement.


 






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ARTICLE III.


 


REPRESENTATIONS AND WARRANTIES


 


3.1 Representations and Warranties of the Company. The
Company hereby makes the following representations and warranties to each Purchaser:


 


(a) Subsidiaries. All of the direct and indirect subsidiaries
of the Company are set forth in the Prospectus. The Company owns, directly or indirectly, all of the capital stock or other equity
interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each
Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or
purchase securities.


 


(b) Organization and Qualification. The Company and each
of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties
and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default
of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter
documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or
reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or
(iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting
or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(c) Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other
Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement
and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,
the Board of Directors or the Company’s shareholders in connection herewith or therewith other than in connection with the
Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have
been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid
and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.


 






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(d) No Conflicts. The execution, delivery and performance
by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Shares
and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate
any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, (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 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 agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company
or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of
the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not
have or reasonably be expected to result in a Material Adverse Effect.


 


(e) Filings, Consents and Approvals. The Company is not
required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery
and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.6
of this Agreement and (ii)  the filing of Form D with the Commission and such filings as are required to be made under applicable
state securities laws (collectively, the “Required Approvals”).


 


(f) Issuance of the Shares. The Shares are duly authorized
and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid
and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction
Documents.


 






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(g) Capitalization. The capitalization of the Company
is as set forth in the Prospectus. Except for (i) 492,500 shares of Common Stock issued under an existing subscription agreement
for such shares, (ii) 1,200,000 shares of Common Stock to be issued to XOptics (PTY) Limited upon conversion of 1,200,000 shares
of Preferred Stock, (iii) 222,672 shares of Common Stock to be issued for the conversion of certain outstanding debt of a Subsidiary
and (iv) 1,474,976 shares of Common Stock and 8,389,835 shares of Preferred Stock to be issued to acquire the shares and outstanding
shareholder debt of SurePure Holdings South Africa (Pty) Ltd., the Company has not issued any capital stock since its most recently
filed periodic report under the Exchange Act. 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 set forth on Schedule
3.1(g), 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 exercisable 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 Common Stock Equivalents. The
issuance and sale of the Shares will not 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 any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and none of
such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale
of the Shares under this Agreement. There are no stockholders agreements, voting agreements or other similar agreements with respect
to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any
of the Company’s stockholders.


 


(h) SEC Reports; Financial Statements. The Company has
filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act
and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or
such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports that were filed on or after December 12, 2012,
when filed, 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 the light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present
in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.


 






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(i) Material Changes; Undisclosed Events, Liabilities or
Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically
disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development
that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred
any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course
of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial
statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method
of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders
or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has
not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.
The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance
of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or
exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses,
properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed.


 


(j) Litigation. There is no action, suit, inquiry, notice
of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company,
any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency
or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely
affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could,
if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company
nor any Subsidiary, nor any director or officer thereof, is or 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 knowledge
of the Company, there is no investigation by the Commission, whether pending or contemplated, involving the Company or any current
director or officer of the Company. The Commission 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 Exchange Act or the Securities Act.


 






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(k) Certain Fees. No brokerage or finder’s fees
or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction
Documents.


 


(l) Private Placement. Assuming the accuracy of the Purchaser’s
representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer
and sale of the Shares by the Company to the Purchaser as contemplated hereby.


 


(m) Listing and Maintenance Requirements. The Common
Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to,
or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange
Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company
has not, in the 12 months preceding the date hereof, received notice from the OTC Market to the effect that the Company is not
in compliance with the listing or maintenance requirements of such trading market. The Company is in compliance with all such listing
and maintenance requirements.


 


(n) Disclosure. Except with respect to the material terms
and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other
Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes constitutes
or might constitute material, non-public information. The Company understands and confirms that the Purchaser will rely on the
foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf
of the Company to the Purchaser regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated
hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The Company acknowledges and agrees that the Purchaser is not making or has not made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3.2. .


 






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3.2 Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants as of the date hereof and as of each Closing Date to the Company as follows (unless
as of a specific date therein):


 


(a) Organization; Authority. The Purchaser is an entity
duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation
with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate
the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the
Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action,
as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser,
and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


 


(b) Own Account. The Purchaser understands that the Shares
are “restricted securities” and have not been registered under the Securities Act or any applicable state securities
law and is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling such Shares
or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing
any of such Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities
Act or any applicable state securities law. The Purchaser is acquiring the Shares hereunder in the ordinary course of its business.


 


(c) Purchaser Status. At the time the Purchaser was offered
the Shares, it was, and as of the date hereof it is, it will be an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act and a person other than a “U.S. Person” as defined in Rule
901 under the Securities Act. The Purchaser is not acquiring the Acquired Shares for the benefit of any U.S. Person. The Purchaser
will be the sole beneficial owner of Stock and the Purchaser has not pre-arranged any sale with respect to any of the foregoing
to any persons in the United States. For purposes of this representation, a “U.S. person” shall include, without limitation,
any natural person resident in the United States, any partnership or corporation organized or non-U.S. banks or insurance companies,
any estate of which executor or person (with certain exceptions) and any agency or bank of a foreign entity located in the United
States, but does not include a natural person not resident in the United States; and the “United States” means the
United States of America, its territories and possessions, any state of the United States and the District of Columbia. The Purchaser
is outside the United States as of the date of the execution and delivery of this Agreement and will be outside the United States
at the time of the closing of the purchase and sale of any Shares; provided, that delivery of the Shares may be effected
within the United States through the Purchaser’s agent as long as the Purchaser is outside the United States at the time
of any such delivery. The purchase of the Shares under this Agreement is not part of a plan or scheme to evade the registration
provisions of the Securities Act.


 






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(d) Experience of the Purchaser. The Purchaser has such
knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks
of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able
to bear the economic risk of an investment in the Shares and is able to afford a complete loss of such investment. The Purchaser
and its advisors, if any, have been furnished with all materials relating to the business, financial condition and results of operations
of the Company, and materials relating to the offer and sale of the Shares, that have been requested by the Purchaser or its advisors,
if any. The Purchaser acknowledges and understands that its investment in the Shares involves a significant degree of risk.


 


(e) Certain Transactions and Confidentiality. Other than
consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any Person acting on
behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales, including Short Sales, of
the securities of the Company during the period commencing as of the time that the Purchaser first received a term sheet (written
or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated
hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement, the Purchaser
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and
terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a
representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of,
available shares to borrow in order to effect Short Sales or similar transactions in the future.


 


 






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ARTICLE IV.


 


OTHER AGREEMENTS OF THE PARTIES


 


4.1 Transfer Restrictions.


 


(a) The Shares may only be disposed of in compliance with state
and federal securities laws. In connection with any transfer of Shares other than pursuant to an effective registration statement,
Rule 144 , Regulation S, to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide
to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.


 


(b)As long as is required by the Securities Act, certificates
representing the Shares shall bear a legend in the following form:


 


THIS SECURITY HAS 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 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY
A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


4.2 Furnishing of Information; Public Information. Until
the Purchaser owns no Shares, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or
12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then
subject to the reporting requirements of the Exchange Act.


 


4.3 Securities Laws Disclosure; Publicity. The Company
shall, by 9:00 a.m. (New York City time) on or prior to the fourth business day immediately following the date hereof, file a Current
Report on Form 8-K disclosing the material terms of the transactions contemplated hereby. From and after the filing of such Current
Report, the Company represents to the Purchaser that the Company shall have publicly disclosed all material, non-public information
delivered to the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents. The Company and the Purchaser shall consult
with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company
nor the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of
the Company, with respect to any press release of the Purchaser, or without the prior consent of the Purchaser, with respect to
any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required
by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or
communication.


 






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4.4 Exchange Act Filings by the Purchaser. The Purchaser
shall (a) by 9:00 a.m. (New York City time) on or prior to the second business day immediately following the date hereof, file
a report on Form 3 with the Commission disclosing its beneficial ownership of shares of the Company’s Common Stock or, if
additional time is required, on or prior to the end of the second business day after the Purchaser has obtained from the Commission
such codes and other data as may be required to make electronic filings, but in no event more that the tenth business day after
the date of this Agreement; provided, that the Purchaser acknowledges that any filing made after the second business day
after the date of this Agreement is a late filing and that the Company may disclose it as such, and (b) by 9:00 a.m. (New York
City time) on or prior to the fifth business day immediately following the date hereof, file a report on Schedule 13D or 13G, as
applicable, disclosing its beneficial ownership of shares of the Company’s Common Stock. The Purchaser will file all amendments
to such filings as may be required by the Exchange Act.


 


4.5 Non-Public Information. Neither the Company, nor
any other Person acting on its behalf, will provide the Purchaser or its agents or counsel with any information that the Company
believes constitutes material non-public information, unless prior thereto the Purchaser shall have entered into a written agreement
with the Company regarding the confidentiality and use of such information. The Company understands and confirms that the Purchaser
shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.7 Use of Proceeds. The Company shall use the net proceeds
from the sale of the Shares hereunder for working capital purposes in compliance with applicable law.


 


4.8 Registration of Shares. If the Purchaser has fully
performed its obligations under Section 2.1 to purchase 1,000,000 Shares, the Company will use its best efforts to include the
Shares and any Additional Shares purchased under this Agreement (to the extent requested by the Purchaser upon notice from the
Company) in any registration statement filed by the Company on or after July 31, 2013 for the resale of shares of Common Stock
by shareholders of the Company. On or after June 1, 2014, the Purchaser may demand that the Company use its best efforts to register
the Shares and the Additional Shares (to the extent then owned by the Purchaser) for resale by the Purchaser. The Purchaser will
cooperate fully in providing all information and making all filings with the SEC as reasonably requested by the Company or its
counsel.


 






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4.9 Indemnification of Purchaser. Subject to the provisions
of this Section 4.9, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members,
partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or
employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of
such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,
court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as
a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company
in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any
capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser
Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach
of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities
laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any
action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized
by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ
counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue
between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for
the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party
under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent,
which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage
or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements
made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8
shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are
received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right
of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.


 


 






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ARTICLE V.


 


MISCELLANEOUS


 


5.1 Termination. This Agreement may be terminated
by the Company upon notice to the Purchaser if the Purchaser does not perform any of its obligation under Section 2.1. Termination
of this Agreement by the Company shall, among other things, immediately terminate the rights of the Purchaser under Section 2.4,
4.8 and 4.9.


 


5.2 Fees and Expenses. Each party shall pay the fees
and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares or Additional Shares to the Purchaser.


 


5.3 Entire Agreement. The Transaction Documents, together
with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof
and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.


 


5.4 Notices. Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the
earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a business day, (b) the
business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (New York City time)
on any business day, (c) the second (2nd) business day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service with confirmed instructions for next-day delivery or (d) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature
pages attached hereto.


 






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5.5 Amendments; Waivers. No provision of this Agreement
may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company
and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


5.6 Headings. The headings herein are for convenience
only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.


 


5.7 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement
or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger). The Purchaser
may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Shares; provided,
that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions of the Transaction
Documents that apply to the “Purchaser.”


 


5.8 No Third-Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.


 


5.9 Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. All legal proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction
Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding 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. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents,
then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 






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5.10 Survival. The representations and warranties contained
herein shall survive each of the Closings and the deliveries of the Shares.


 


5.11 Execution. This Agreement may be executed in two
or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not
sign the same counterpart. If any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


5.12 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way
be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ
an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant
or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void
or unenforceable.


 


5.13 Replacement of Shares. If any certificate or instrument
evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution
for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for
a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement Shares.


 


5.14 Construction. Each of the parties and/or their respective
counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction
to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of
the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common
Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement.


 






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5.15 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING
IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


 


 






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IN WITNESS WHEREOF, the parties hereto have
caused this Share Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


 





	SUREPURE, INC.	
        Address for Notice:

        405 Lexington Avenue, 25th Floor

        New York, NY 10174

        Attention: Stephen M. Robinson

        Chief Financial Officer

	By:
    /s/Stephen M. Robinson                                       	Fax:
	Name: Stephen M. Robinson	 
	Title: Chief Financial Officer	 
	 	 
	With a copy to (which shall not constitute notice):	Barton, LLP


420 Lexington Avenue, 18th Floor


New York, NY 10104


Attention: William A. Newman




	 	 	 	 
	Trinity Asset Management (PTY) Limited	Address for Notice: 




	 	 
	By: /s/ Quinton George                                                    	Silverwood Close, Steenberg Office Park,

                                    Block F, the Terraces, 1

                                    Tokai, Cape Town,

                                    South Africa

	 	 
	Name: Quinton George

                                                Title: Director
	Attention:  James Fitzpatrick, 

Portfolio Manager, 

Telefax  +27 21 702 2429
	 	 













 


 


 



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