Exhibit 10.1


 








SECURITIES PURCHASE
AGREEMENT 


 


This
SECURITIES PURCHASE AGREEMENT (the "Agreement"),
dated as of August 7, 2014 by and between Ehouse Global, Inc. a
Nevada corporation, with headquarters located at 9974 Scripps Ranch Blvd. #182 San Diego, CA 92131 (the "Company"), and
Blackbridge Capital, LLC, a Delaware limited liability company,
with its address at 450 7th Ave, Suite 601 New York, NY 10123 (the "Buyer"). 


 





WHEREAS: 


 


A. Buyer desires to purchase and the Company
desires to issue and sell, upon the terms and conditions set forth in this Agreement up to Ten Million Dollars ($10,000,000) of
the Company’s common stock  (the "Securities"or “Shares”), $0.001 par value per share, of
the Company (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in this Agreement.


 


B. The Buyer wishes to purchase, upon
the terms and conditions stated in this Agreement, such principal amount of Securities as is set forth immediately below its name
on the signature pages hereto; and


 


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


 


		1.	Purchase and Sale of Securities.



 


a. Purchase of Securities,
Draw Down. During the term of this Agreement, the Company may request a “Draw Down”, whereby the Company
shall deliver to Buyer written notice to  purchase a certain  dollar  amount of shares of common  stock (a
“Draw Down  Amount”).  In  noevent may any Draw Down Amount be in an amount that would result in the
beneficial ownership of more than 9.99% of the outstanding stock of the Company by Buyer.


 


b. Maximum Draw Down. The maximum Draw Down Amount allowed
under this Agreement shall be equal to the lesser of $208,333 or 200% of the average daily trading volume for the ten (10) trading
days immediately preceding the Draw Down Notice Date, multiplied by the lowest trading price for  the Company’s common
stock over the ten (10) trading days immediately preceding the Draw Down Notice Date.


 


c. Draw Down Request Intervals. The Company may deliver
its first Draw Down Notice to Buyer ten  trading days from the effectiveness of the Company’s S-1 Registration
Statement, by which it shall register all shares underlying this Agreement. All subsequent Draw Down Notices may be submitted to
Buyer no sooner than 1 day after the end of the Valuation Period from the preceding Draw Down Notice.


 


d.
Form of Payment, Purchase Price. The Purchase Price for each Draw
Down Notice shall be equal to Seventy Five Percent (75%) of the lowest closing bid price during the Valuation Period. On the date
that a Draw Down Notice is delivered to Purchaser, the Company shall deliver an estimated  amount of  shares to  Purchaser’s
brokerage  account equal to  125%  of the investment amount indicated in the Draw Down Notice divided by the lowest
closing bid price for the five trading days immediately prior to the date of the Draw Down Notice (the “Estimated Shares”).



 






    	 



    	 



    

 





e. Valuation Period, Issuance of Additional
Shares. The  “Valuation  Period”  shall  mean  ten trading days, commencing on the first
trading day following delivery and clearing of the Draw Down  Shares  in  Buyer’s  brokerage  account.
 If  at  the  end  of  any  Valuation  Period,  the  number  of Estimated
Shares delivered is greater than the shares issuable pursuant to a Draw Down, the Buyer shall return to the Company the difference
between the Estimated Shares and the actual number of shares issuable pursuant to the Draw Down. However, if at any time during
the Valuation Period, the number of Estimated Shares is less than the shares issuable under the Draw Down, then the Company shall
issue additional shares to Buyer equal to the difference.


 


f. Commitment Fee. Upon the execution of this Agreement,
the Company shall issue to Buyer a commitment fee of a Convertible Promissory Note in the amount of $300,000 and of 10,000,000
restricted shares of common stock that come with registration rights and will be registered in the S-1 registration statement.


 


g. Closing Date. The initial Closing Date shall be the
date of execution of this Agreement, at which time the Commitment Fee shall become due and payable. All Draw Downs shall be considered
subsequent Closing Dates.


 


h. Term. The Term of this Agreement shall expire Two
Years from the date on which the  Company’sS-1 Registration Statement becomes effective.


 


i. Registration of Securities. Buyer shall have registration
rights with respect to all Securities underlying this Agreement, which are issuable upon the Draw Down of all $10,000,000 of the
Company’s Common  Stock.  The Company shall file a Form S-1 Registration Statement within 60 days of the execution
of this Agreement, in order to register all Common Shares underlying this Agreement. If such S-1 Registration Statement is not
filed within 60 days of the execution of this Agreement, Buyer, in its sole discretion, may terminate this Agreement. In addition,
if the S-1 Registration Statement does not become effective within three months from its initial filing date, Buyer may, in its
sole discretion, terminate this Agreement. There shall be no cost or expense on behalf of Buyer related to the registration of
the shares underlying this Agreement. The Company must ensure that the Registration Statement, once effective, remains effective
at all times, not subject to any actual or threatened stop order or suspension. If the effectiveness of the Registration Statement
lapses for any reason at any time, Buyer, in its sole discretion, may terminate this Agreement.


 


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



 


a. Investment Purpose. As of the date hereof, the Buyer
is purchasing the Securities for its own account and not with a present view towards the public sale or distribution thereof, except
pursuant to sales registered or exempted from registration under the 1933 Act; provided , however, that by making the representations
herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933
Act.


 






    	 



    	 



    

 


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


 


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


 


d. Information. The Buyer and its advisors, if any, have
been , and for so long as the Securities remain outstanding will continue to be, furnished with all materials relating to the business
, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested
by the Buyer or its advisors . The Buyer and its advisors, if any, have been, and for so long as the Securities remain outstanding
will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not
disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed
to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation
conducted by Buyer or any of its advisors or representative s shall modify, amend or affect Buyer 's right to rely on the Company's
representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves
a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations
and warranties made herein.


 








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


 


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


 






    	 



    	 



    

 


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


 


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


 


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


 


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


 






    	 



    	 



    

 





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


 








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



 


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


 


b. Authorization; Enforcement. (i) The Company has all
requisite corporate power and authority to enter into and perform this Agreement, the Securities and to consummate the transactions
contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement, the Securities by the Company and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company,
its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company
by its authorized representative, and such authorized representative is the true and official representative with authority to
sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement
constitutes, and upon execution and delivery by the Company of the Securities, each of such instruments will constitute, a legal,
valid and binding obligation of the Company enforceable against the Company in accordance with its terms.


 


c.
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 2,500,000,000 shares of
Common Stock, $0.001 par value per share, of which 149,000,000 shares were issued and outstanding as of July 3, 2014; and
244,500,000 shares are reserved for issuance pursuant to the Company's stock option plans, 244,500,000 shares are reserved
for issuance pursuant to securities. All of such outstanding shares of capital stock are, or upon issuance will be, duly
authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to
preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through
the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding
options, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other
commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for
any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries,
(ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the
sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions
contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be
triggered by the issuance of the Securities. The Company has furnished to the Buyer true and correct copies of the Company 's
Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the
Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible
into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The
Company shall provide the Buyer with a written update of this representation signed by the Company 's Chief Executive on
behalf of the Company as of the Closing Date.


 






    	 



    	 



    

 


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


 


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


 


f. No
Conflicts. The execution, delivery and performance of this Agreement , the Securities by the Company and the consummation
by the Company of the transaction s contemplated hereby and thereby will not (i) conflict with or result in a violation of
any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any
provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under ,
or give to others any rights of termination , amendment, acceleration or cancellation of, any agreement , indenture, patent,
patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and
regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the
Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or
affected (except for such conflicts, defaults, terminations , amendments , accelerations, cancellations and violations as
would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries
is in violation of its Certificate of Incorporation , By-laws or other organizational documents and neither the Company nor
any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the
Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any
action or failed to take any action that would give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by
which any property or assets of the Company or any of its Subsidiaries is bound or affected , except for possible defaults as
would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its
Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in
violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this
Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory
agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of
its obligations under this Agreement , the Securities in accordance with the terms hereof or thereof or to issue and sell the
Securities in accordance with the terms hereof and to issue the Shares. All consents, authorizations , orders, filings and
registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or
prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board
(the "OTCBB") and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB in the
foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any
of the foregoing. If any Material Adverse Event takes place during the term of this Agreement, no Draw Down Notice may be
delivered by Company to Buyer, and Buyer may, in its sole discretion, terminate this Agreement. In addition, if a Material
Adverse Effect or Event occurs subsequent to a Draw Down Purchase Price being paid by Buyer, but prior to the sale of the
Draw Down Shares, Buyer, in its sole discretion, may be entitled to receive the immediate return of the Purchase Price
funds.


 






    	 



    	 



    

 


g. SEC Documents;
Financial Statements. The Company has, or once it becomes a public entity will, timely file all reports, schedules, forms,
statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated
by reference therein , being hereinafter referred to herein as the "SEC Documents"). Upon written request the Company
will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As
of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC Document s, and none of the SEC Documents , at the time
they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein , in light of the circumstances under which they were made,
not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under
applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of
their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such
financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently
applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company
and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in
the financial statements of the Company included in the SEC Documents , the Company has no liabilities, contingent or otherwise
, other than (i) liabilities incurred in the ordinary course of business subsequent to March 31, 2014, and (ii) obligations under
contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles
to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition
or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.


 






    	 



    	 



    




 


h. Absence of Certain Changes. Since March 31, 2014 there
have been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations,
financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


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


 


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


 


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


 


l. Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other
tax returns , reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent
that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of
all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations , except those being contested in good faith
and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be
due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The
Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any
foreign, federal, state or local tax. None of the Company's tax returns is presently being audited by any taxing
authority.


 






    	 



    	 



    

 


m. Certain Transactions. None of the officers, directors,
or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for
services as employees, officers and directors), including any contract , agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from
any officer, director or such employee or, to the knowledge of the Company , any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
In addition, Company agrees that during the term of this Agreement, it shall not enter into a similar financing arrangement with
any other individual or entity.


 


n. Disclosure. All information relating to or concerning
the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and
otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company
has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances
under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any
of its Subsidiaries or its or their business, properties , prospects, operations or financial conditions, which , under applicable
law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced
or disclosed (assuming for this purpose that the Company 's reports filed under the 1934 Act are being incorporated into an effective
registration statement filed by the Company under the 1933 Act).


 


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


 






    	 



    	 



    

 


p. No Integrated Offering. Neither the Company, nor any
of its affiliates, nor any person acting on its or their behalf , has directly or indirectly made any offers or sales in any security
or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance
of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the
Company's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or
its securities.


 


q. No Brokers. The Company has taken no action which
would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement
or the transactions contemplated hereby.


 


r. Permits; Compliance. The Company and each of its Subsidiaries
is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates,
approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted
(collectively, the "Company Permits"), and there is no action pending or, to the knowledge of the Company, threatened
regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict
with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since September 30, 2013, neither the
Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of
applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations
would not have a Material Adverse Effect.


 


s. Environmental
Matters. 


 


(i) There are, to the Company's knowledge , with respect to
the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as
defined below), releases of any material into the environment, actions, actlv1t1es, circumstances, conditions, events, incidents,
or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the
Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or,
to the Company's knowledge, threatened in connection with any of the foregoing. The term "Environmental Laws" means all
federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating
to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances
or wastes (collectively, "Hazardous Materials") into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment , storage, disposal, transport or handling of Hazardous Materials , as well as all authorizations,
codes, decrees, demands or demand letters, injunctions, judgments , licenses, notices or notice letters, orders, permits, plans
or regulations issued, entered, promulgated or approved thereunder.


 


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


 






    	 



    	 



    

 


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


 


t. Title to Property. The Company and its Subsidiaries
have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned
by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances
and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property
and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as would not have a Material Adverse Effect.


 


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


 


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


 


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


 






    	 



    	 



    

 





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


 


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


 


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


 


		4.	Covenants.



 


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


 


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


 


c. Expenses. At each Closing, the Company shall reimburse
Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this
Agreement and the other agreements to be executed in connection herewith ("Documents"), including, without limitation,
reasonable attorneys' and consultants' fees and expenses, transfer agent fees, fees for stock quotation services, fees relating
to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation
of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible,
the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for
all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. In respect of
this Transaction, the Company shall reimburse Buyer for Buyer's expenses at each Closing, which shall be listed in the disbursement
authorization and shall be included in the total funding amount.


 


d. Financial
Information. Upon written request the Company agrees to send or make available the following reports to the Buyer until
the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy
of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within two (2)
days after release, copies of all press releases issued by the Company or any of its Subsidiaries; and (iii)
contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other
information the Company makes available or gives to such shareholders.


 






    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	 



    	 



    

 


k. Transfer Agent Instructions. The Company shall issue
irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the
Shares in such amounts as specified from time to time by the Buyer to the Company (the "Irrevocable Transfer Agent Instructions").
In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date
of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the
Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)
signed by the successor transfer agent to Borrower and the Borrower. The Company warrants that: (i) no instruction other than the
Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section
2(f) hereof, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this Agreement; (ii) it will not direct its transfer agent
not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated
form) any certificate for Shares to be issued to the Buyer pursuant to this Agreement; and (iii) it will not fail to remove (or
directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend
(or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Shares issued to the Buyer pursuant
to this Agreement. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in Section 2(g)
hereof to comply with all applicable prospectus delivery requirements , if any, upon re-sale of the Securities. If the Buyer provides
the Company , at the cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable
transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act
and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant
to Rule 144, the Company shall permit the transfer , promptly instruct its transfer agent to issue one or more certificates, free
from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions
contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section
5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section,
that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring
immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.


 


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


 


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


 






    	 



    	 



    

 





ii. The Seller shall have requested a draw down
of an amount of Securities to be purchased.


 


iii. The Buyer shall have delivered the Purchase Price
upon the deposit of the


shares in Buyer’s brokerage  account.


 


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


 


v. No litigation, statute, rule,
regulation , executive order, decree, ruling or injunctionshallhavebeenenacted,entered,promulgated orendorsedbyorinany court
or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


m. Conditions to The Buyer’s Obligation
to Purchase. The obligation of the Buyer hereunder to purchase the Securities at each Closing is subject to the satisfaction,
at or before each Closing Date of each of the following conditions, provided that these conditions are for the Buyer'ssolebenefitandmaybewaived
bytheBuyeratanytimeinitssolediscretion :


 


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


 


ii. The Company shall have delivered to the Buyer a
draw down notice.


 


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


 


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


                       






    	 



    	 



    

 


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


 


vi. The Shares shall have been authorized for quotation
on the OTCBB (or any equivalent replacement quotation service) and trading in the Common Stock on the OTCBB shall not have been
suspended by the SEC or the OTCBB.


 


vii. The Buyer shall have
received an officer's certificate described in Section 3(c) above, dated as of the initial Closing Date.


 


		5.	Governing Law; Miscellaneous.



 


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


 


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


 


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


 


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


 


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


 


f. Notices. All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail , registered or certified , return receipt requested , postage prepaid , (iii) delivered by reputable air
courier service with charges prepaid , or (iv) transmitted by hand delivery , telegram, or facsimile, addressed as set forth below
or to such other address as such party shall have specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine , at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of
such mailing , whichever shall first occur. The addresses for such communications shall be :


 





If to the Company, to:


Ehouse Global, Inc.





___________________


___________________


 


If to the Buyer:


 


Blackbridge Capital, LLC


 


450  7th Ave, 6th
Floor      





 


New York, 10123                





 


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




 


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


 






    	 



    	 



    

 


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


 


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


 


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


 


k. Further Assurances. Each party shall do and perform
, or cause to be done and performed, all such further acts and things , and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish
the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


l. No Strict Construction. The language used in this
Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against any party.


 


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


 






    	 



    	 



    

 


IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first
above written.


 


Ehouse Global, Inc


 


/s/ Scott Corlett


By: Scott Corlett


Title: CEO


 


Blackbridge Capital, LLC


 


/s/ Alexander Dillon


By: Alexander Dillon

 Title: Chief Investment Officer