AGREEMENT FOR THE SUBSCRIPTION
OF SHARES


 


This Agreement for
the Subscription of Shares (this “Agreement”) is dated as of May 20, 2014, between SurePure, Inc., a Nevada
corporation (the “Corporation”), and Trinity Asset Management (Proprietary) Limited, a company formed under
the laws of South Africa (Company Number: 1996/010864/07) (the “Manager”). Capitalized terms used in this Agreement
without definition shall have the respective meanings given them in Section 1.1.


 


WHEREAS, Trinity Asset
Management International Limited (“TAMIL”), a company formed under the laws of Mauritius, and the Corporation
entered into the Share Purchase Agreement, dated September 19, 2013, as amended by the Amendment to the Share Purchase Agreement,
dated November 7, 2013 (as so amended, the “September 19 Purchase Agreement”), under which TAMIL agreed, subject
to the terms and conditions of the September 19 Purchase Agreement, to purchase 900,000 shares of the Common Stock, par value $0.001
per share, of the Corporation, prior to March 25, 2014;


 


WHEREAS, by March 25,
2014 TAMIL purchased only 184,825 of the 900,000 shares of Common Stock it had agreed to purchase under the September 19 Purchase
Agreement and thereby became liable to pay the Corporation liquidated damages as stipulated in the September 19 Purchase Agreement;


 


WHEREAS, the Manager
is an existing shareholder of the Corporation and is an Affiliate of TAMIL;


 


WHEREAS, the Manager
has agreed with TAMIL that the Manager wishes to assume liability for TAMIL’s obligations under the September 19 Purchase
Agreement and to settle TAMIL’s obligation to purchase such shares of Common Stock, by arranging for the purchase of such
shares by certain third parties; and


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act, Regulation D and
Regulation S, the Corporation desires to issue and sell 850,000 shares of the Common Stock on the terms and conditions set forth
below 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 Corporation and the Manager agree as follows:


 


ARTICLE I. 


DEFINITIONS


 


1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:


 


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


 




    	 



    	 



    

 


“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 Corporation.


 


“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.


 


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


 


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


 


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


 


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


 


“Lien”
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 Corporation’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.


 


“Purchase
Price” shall mean $1.00 per Offered Share.


 


“Manager Party”
shall have the meaning given to such term in Section 4.9.


 


“Offer Closing”
means the closing of the purchase and sale of any of the Offered Shares in accordance with an Offer to Purchase.


 


“Offer to
Purchase” shall mean those irrevocable offers to purchase Offered Shares from the Corporation, substantially in the form
of Schedule I to this Agreement.


 




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“Offered Shares”
means 850,000 Shares.


 


“Registration
Rights Schedule” means the Registration Rights Schedule attached as Schedule II to this Agreement.


 


“Regulation
D” means Regulation D 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.


 


“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 given to such term in Section 3.1(h).


 


“Shares”
means shares of the Corporation’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).


 


“Subsidiary”
means any subsidiary of the Corporation as set forth in the SEC Reports.


 


“Subscriber”
means any person that has tendered an executed and correctly completed Offer to Purchase to the Corporation.


 


“Termination
Date” means July 30, 2014, or such later date as the Corporation and the Manager shall agree in writing.


 


“Trading Day”
means any day on which the Trading Market is open for business.


 


“Trading Market”
means the OTC Bulletin Board.


 


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


 




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


 


ARTICLE II.





PURCHASE AND SALE


 


2.1 Obligation of
the Manager to Tender Offers to Purchase Shares. Upon the terms and subject to the conditions set forth in this Agreement,
from time to time from the date of this Agreement until the Termination Date, the Manager will arrange for tenders to the Corporation
of Offers to Purchase, each of which shall be properly completed in full by the respective potential Subscriber and delivered by
the Manager to the Corporation. Upon the Corporation’s receipt of each such Offer to Purchase, the Corporation shall decide,
pursuant to its sole discretion, whether or not to accept such Offer to Purchase. If the Corporation decides to accept any such
Offer to Purchase, the Corporation shall, within five business days of the Corporation’s receipt of such Offer to Purchase,
notify the Manager of its acceptance of such Offer to Purchase. As to any Offer to Purchase that the Corporation accepts, the Corporation
will issue, sell and deliver to the Subscriber as provided in the Offer to Purchase the Shares for which the Subscriber has tendered
the Offer to Purchase. The Manager will deliver Offers to Purchase prior to the Termination Date until the Corporation has accepted
Offers to Purchase for all of the Offered Shares and has sold, issued and delivered not less than all of the Offered Shares.


 


2.2 Conditions to
Performance of Obligations.


 


(a) The obligations
of the Corporation under this Agreement and under each Offer to Purchase in connection with each Offer Closing are subject to the
satisfaction of the following conditions:


 


(i) the
accuracy in all material respects of the representations and warranties of the Manager and the Subscribers contained in this Agreement
as of the date of the Subscriber’s Offer Closing (unless as of a specific date referred to therein, in which case they shall
be accurate as of such date); and


 


(ii) all
obligations, covenants and agreements of the Manager and the Subscribers required to be performed under the Transaction Documents
at or prior to the date of the Subscriber’s Offer Closing shall have been performed.


 


(b) The obligations
of the Manager and each Subscriber under this Agreement and under each Offer to Purchase are subject to the following conditions
being met:


 


(i) the
accuracy in all material respects of the representations and warranties of the Corporation contained in this Agreement as of the
date of the Subscriber’s Offer Closing (unless as of a specific date referred to therein, in which case they shall be accurate
as of such date); and


 




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(ii) all
obligations, covenants and agreements of the Corporation required to be performed under the Transaction Documents at or prior to
the date of the Subscriber’s Offer Closing shall have been performed.


 


2.3 Liquidated Damages.
If the Manager fails to provide tenders of Offers to Purchase that are accepted by the Corporation and result in the issue, sale
and delivery of at least 850,000 Shares by 5:00pm New York City Time on July 30, 2014, the Manager shall pay the Corporation on
demand by the Corporation the excess of $850,000 over the aggregate amount received by the Corporation at any completed Offer Closings.
This amount is not a penalty but represents a reasonable approximation and liquidation of the damages suffered by the Corporation
in reliance on the unperformed obligations of the Manager under this Agreement and is not paid as a subscription for Shares.


 


ARTICLE III.





REPRESENTATIONS AND
WARRANTIES


 


3.1 Representations
and Warranties of the Corporation. The Corporation hereby makes the following representations and warranties to the Manager
as of the date of this Agreement (unless as of a specific date therein), and the Corporation hereby represents and warrants to
each Subscriber as of the date of the Offer Closing at which such Subscriber purchases Offered Shares (unless as of a specific
date therein), as follows:


 


(a) Subsidiaries.
All of the direct and indirect Subsidiaries of the Corporation are set forth in the SEC Reports. The Corporation 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 Corporation 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 Corporation
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 Corporation 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 Corporation and the Subsidiaries, taken as a whole, or (iii) a
material adverse effect on the Corporation’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.


 




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(c) Authorization;
Enforcement. The Corporation 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 Corporation 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 Corporation and no further action is required by the Corporation, the Board of Directors or the Corporation’s
shareholders in connection herewith or therewith. 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 Corporation and, when delivered in accordance with the terms hereof
and thereof, will constitute the valid and binding obligation of the Corporation enforceable against the Corporation 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.


 


(d) No Conflicts.
The execution, delivery and performance by the Corporation 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 Corporation’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 Corporation 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 Corporation or Subsidiary debt or otherwise) or other understanding to which the Corporation or any Subsidiary is a party or
by which any property or asset of the Corporation 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 Corporation or a Subsidiary is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Corporation 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 Corporation 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 Corporation of the Transaction Documents, other than the
filings required pursuant to the Registration Rights Schedule.


 


(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 Corporation other than
restrictions on transfer provided for in the Transaction Documents.


 




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(g) Capitalization.
The capitalization of the Corporation is as set forth in the SEC Reports. As of March 31, 2014, there are issued and outstanding
16,800,000 shares of Preferred Stock and 43,737,257 shares of Common Stock. 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.
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 Corporation
or any Subsidiary is or may become bound to issue additional shares of Common Stock. The issuance and sale of the Shares will not
obligate the Corporation to issue shares of Common Stock or other securities to any Person and will not result in a right of any
holder of Corporation 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 Corporation 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 Corporation’s capital
stock to which the Corporation is a party or, to the knowledge of the Corporation, between or among any of the Corporation’s
stockholders.


 


(h) SEC Reports;
Financial Statements. The Corporation has filed all reports, schedules, forms, statements and other documents required to be
filed by the Corporation 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 of this Agreement (or such shorter period as the Corporation 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 Corporation 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 Corporation
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 Corporation 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 Corporation’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the
Corporation has not altered its method of accounting, (iv) the Corporation 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 Corporation has not issued any equity securities to any officer, director or Affiliate, except
pursuant to existing Corporation stock option plans. The Corporation 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 Corporation or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that
would be required to be disclosed by the Corporation 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 Corporation,
threatened against or affecting the Corporation, 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 Corporation 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 Corporation, there is no investigation by the Commission, whether pending or contemplated,
involving the Corporation or any current director or officer of the Corporation. The Commission has not issued any stop order or
other order suspending the effectiveness of any registration statement filed by the Corporation or any Subsidiary under the Exchange
Act or the Securities Act.


 


(k) Certain Fees.
No brokerage or finder’s fees or commissions are or will be payable by the Corporation 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 Manager 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.


 




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(l) Private Placement.
Assuming the accuracy of the representations and warranties of the Managers and each Subscriber set forth in Section 3.2,
no registration under the Securities Act is required for the offer and sale of the Shares by the Corporation to the Manager 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
Corporation 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 Corporation received any notification that the Commission is contemplating
terminating such registration. The Corporation has not, in the 12 months preceding the date hereof, received notice from the OTC
Market to the effect that the Corporation is not in compliance with the listing or maintenance requirements of such trading market.
The Corporation 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 Corporation
confirms that neither it nor any other Person acting on its behalf has provided the Manager or its agents or counsel with any information
that it believes constitutes or might constitute material, non-public information. The Corporation understands and confirms that
the Manager and each Subscriber will rely on the foregoing representation in effecting transactions in securities of the Corporation.
All of the disclosure furnished by or on behalf of the Corporation to the Manager and any Subscriber regarding the Corporation
and its Subsidiaries, their respective businesses and the transactions contemplated hereby, 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 Corporation acknowledges and agrees that the Manager
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.


 


3.2 Representations
and Warranties of the Manager and the Subscribers. The Manager hereby represents and warrants to the Corporation as of the
date of this Agreement (unless as of a specific date therein), and each Subscriber hereby represents and warrants to the Corporation
as of the date of the Offer Closing at which such Subscriber purchases Offered Shares (unless as of a specific date therein), as
follows:


 


(a) Organization;
Authority. The Manager and each Subscriber (if a Person other than a natural person) 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 Manager and each Subscriber (if a Person other than a natural person) 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 Manager. Each Transaction Document to which it is a party has been
duly executed by the Manager or by any Subscriber, and, when delivered by the Manager or the Subscriber, as the case may be, in
accordance with the terms of this Agreement, will constitute the valid and legally binding obligation of the Manager or such Subscriber,
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.


 




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(b) Own Account.
The Manager and each Subscriber understand that the Shares are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law, and each Subscriber 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.


 


(c) Status of the
Manager and the Subscribers. At date of this Agreement, and at the date that a Subscriber was offered the Shares, each of the
Manager and the Subscriber was an “accredited investor” as defined in Regulation D and a person other than a “U.S.
Person” as defined in Regulation S. No Subscriber is acquiring any Offered Shares for the benefit of any U.S. Person. The
Manager will beneficially own the Offered Shares, and the Manager 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 Manager
and each Subscriber is outside the United States as of the dates of the execution and delivery of this Agreement and will be outside
the United States at the time of the Offer Closing; provided, that delivery of the Shares may be effected within the United
States through the Corporation’s agent as long as the Subscriber 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.


 


(d) Experience of
the Manager and the Subscribers. The Manager and each Subscriber have 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 Offered Shares,
and have so evaluated the merits and risks of such investment. Each of the Manager and each Subscriber is able to bear the economic
risk of an investment in the Shares and is able to afford a complete loss of such investment. Each of the Manager and each Subscriber
have been furnished with all materials relating to the business, financial condition and results of operations of the Corporation,
and materials relating to the offer and sale of the Offered Shares, that have been requested by the Manager, the Subscribers or
their advisors, if any. Each of the Manager and each Subscriber acknowledge and understand that investment in the Offered Shares
involves a significant degree of risk.


 




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(e) Certain Transactions
and Confidentiality. Other than consummating the transactions contemplated hereunder, the Manager has not directly or indirectly,
nor has any Person acting on behalf of or pursuant to any understanding with the Manager, executed any purchases or sales, including
Short Sales, of the securities of the Corporation during the period commencing as of the date of this Agreement and ending
immediately prior to the execution hereof. The Manager 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.


 


ARTICLE IV. 


OTHER AGREEMENTS
OF THE PARTIES


 


4.1 Transfer Restrictions.


 


(a) Neither the Manager
nor any Subscriber shall sell, transfer or otherwise dispose of any Offered Shares except pursuant to a transaction in compliance
with state and federal securities laws. In connection with any transfer of Shares other than pursuant to an effective registration
statement or in compliance with Rule 144, Regulation S, or a transfer to the Corporation, to the Manager or to an Affiliate of
a Subscriber, the Corporation may require the transferor thereof to provide to the Corporation an opinion of counsel selected by
the transferor and reasonably acceptable to the Corporation, the form and substance of which opinion shall be reasonably satisfactory
to the Corporation, 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 the transferring party 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.


 




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4.2 Furnishing of
Information; Public Information. Until both the Manager and the Subscribers no longer own any Offered Shares, the Corporation
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 Corporation after the date hereof pursuant to the Exchange Act even if the Corporation is not then subject to the reporting
requirements of the Exchange Act.


 


4.3 Securities Laws
Disclosure; Publicity. The Corporation shall, by 9:00 a.m. (New York City time) on or prior to the fourth business day immediately
following the date of this Agreement, file a Current Report on Form 8-K with the Commission disclosing the material terms of the
transactions contemplated hereby and attaching this Agreement, including its Schedules, as an exhibit to be filed with the Commission.
From and after the filing of such Current Report, the Corporation represents to the Manager that the Corporation shall have publicly
disclosed all material, non-public information delivered to the Manager by the Corporation 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 Corporation and the Manager shall consult with each other in issuing any other press releases with respect to the transactions
contemplated hereby, and neither the Corporation nor the Manager shall issue any such press release nor otherwise make any such
public statement without the prior consent of the Corporation, with respect to any press release of the Manager, or without the
prior consent of the Manager, with respect to any press release of the Corporation, 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.


 


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


 


4.5 Use of Proceeds.
The Corporation shall use the net proceeds from the sale of the Offered Shares hereunder for working capital purposes and the repayment
of debt owed to Persons other than Affiliates.


 


ARTICLE V.


THE MANAGER AND ITS
AFFILIATES 


 


5.1 Release of TAMIL.
Upon the issue, sale and delivery of all of the Offered Shares under the terms and conditions of this Agreement, TAMIL shall be
released and discharged from all of its obligations to the Corporation under the September 19 Purchase Agreement.


 


5.2 No Compensation
to the Manager. Except as set forth in Section 5.1, the Corporation has no obligation to pay or provide any compensation to
the Mangers or to any Affiliate of the Manager in connection with this Agreement. The Manager acknowledges that the Corporation
has not engaged it as a broker, dealer or in any other capacity.


 




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ARTICLE VI. 


MISCELLANEOUS


 


6.1 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 and the
other Transaction Documents. The Corporation shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in
connection with the delivery of any Offered Shares to the Manager or to any Subscriber.


 


6.2 Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the respective
parties thereto with respect to the subject matter 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.


 


6.3 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.


 


6.4 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 Corporation and the Manager 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.


 


6.5 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.


 




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6.6 Successors and
Assigns; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties and their
successors and permitted assigns. The Manager may not assign any or all of its rights under this Agreement to any Person without
the prior written consent of the Corporation. This Agreement is not for the benefit of, nor may any provision hereof be enforced
by, any Person other than the Corporation, the Manager the Subscribers and their permitted assigns.


 


6.7 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.


 


6.8 Survival.
As to the Corporation, the Manager and the Subscriber that has purchased Shares at an Offer Closing, the representations and warranties
contained in this Agreement shall survive each of the Offer Closings for a period of six months.


 


6.9 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.


 




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6.10 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 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.


 


6.11 Replacement
of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Corporation
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 Corporation 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.


 


6.12 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.


 


6.13 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.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement for the Subscription for Shares 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
	 	 	 
	By:	/s/ Stephen M. Robinson	 	Attention:	Stephen M. Robinson
	 	 	 	 	 
		Name: Stephen M. Robinson	 	Chief Financial Officer 
	 	 	 	 
		Title: Chief Financial Officer	 	
	 	 	 
	 	 	Telecopy: +1 917 368 8005


 




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	With a copy to (which shall not constitute notice):	 	Barton, LLP 
	 	 	 
	 	 	420 Lexington Avenue, 18th Floor
	 	 	 
	 	 	New York, NY 10104
	 	 	 
	 	 	Attention:  William A. Newman
	 	 	 
	 	 	Telecopy: +1 212 687 3667
	 	 	 
	Trinity Asset Management (Proprietary) Limited 	 	Address for Notice:
	 	 	Silverwood Close, Steenberg Office Park, Block F, the Terraces, 1 Tokai, Cape Town, South Africa  
	 	 	 
	By: 	/s/ Quinton George	 	Attention:	Quinton George
	 	 	 	 	 
	 	Name: Quinton George	 	 
	 	 	 	 
	 	Title:   MR	 	 
	 	 	 	 
	With a copy to (which shall not constitute notice):	 	 


 




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Schedule I


 


Offer to Purchase



 


To: SurePure, Inc., a Nevada corporation
(the “Corporation”)


 


Re: Offer to Purchase up to 850,000
Shares of the Common Stock of the Corporation, par value $0.001 per share


 


Gentlemen:


 


Reference is made to the Agreement for the
Subscription of Shares (the “Agreement”), dated May 20, 2014, between the Corporation and Trinity Asset Management
(Proprietary) Ltd., a company formed under the laws of South Africa (the “Manager”). The Agreement generally
provides for issue, sale and delivery by the Corporation of the Offered Shares to certain persons who execute and deliver this
Offer to Purchase (the “Offer”) to the Corporation. All statements in this Offer with respect to the Agreement
are qualified in full by the provisions of the Agreement. The Manager has delivered this Offer to the Subscriber who hereby is
offering to purchase Shares from the Corporation. In turn, the Subscriber has executed this Offer and has caused this Offer to
be delivered to the Corporation. Capitalized terms used in this Offer without definition herein shall have the respective meanings
given them in the Agreement.


 


		1.	Offer to Purchase. Subject to the terms and conditions of the Agreement, the Subscriber
hereby offers to purchase from the Corporation the number of Offered Shares entered opposite the name of the Subscriber on page
4 of this Offer at an Offer Closing to be held at 11 AM local time on or before the 3rd Business Day after the date on which the
Corporation accepts the Subscriber’s Offer to Purchase in accordance with the Agreement (or at such other date and time as
the Subscriber and the Corporation shall agree) at the offices of Barton LLP, counsel to the Corporation, 420 Lexington Avenue,
Suite 1830, New York, NY 10170, United States of America. The offer of the Subscriber made hereby is irrevocable unless and until
accepted or rejected by the Corporation in writing. The purchase price (the “Purchase Price”) to be paid for the Offered
Shares being acquired is US$ 1.00 per share, and the Subscriber has tendered the full Purchase Price for the Offered Shares
subject to this Offer by wire transfer to the account of the Corporation prior to or at the same time as the Subscriber has sent
this Offer, executed by such Subscriber. If the Corporation does not accept the offer to purchase of any Subscriber, the Corporation
will promptly retransmit the Purchase Price to the Subscriber.



 


		2.	Registration; Restrictions on Transferability. Upon issuance, the Offered Shares to be acquired
shall be registered in the name of the nominee opposite the name of the Subscriber on page 4 of this Offer. Until a registration
statement registering the resale of any Offered Shares has been filed with and declared effective by the Commission as provided
in the Registration Rights Schedule, the ability of the Subscriber to transfer the Offered Shares will be restricted. Until the
Offered Shares are sold in compliance with an effective registration statement that the Corporation has filed with the Commission,
as provided in the Registration Rights Schedule, the certificates representing the Offered Shares will bear the restrictive legend
set forth in Section 4.1(b) of the Agreement.



 




    	1



    	 



    

 


		3.	Ratification of the Agreement. The Subscriber hereby agrees to be bound by those terms and
conditions of the Agreement that apply to the Subscribers in, and confirms and ratifies the representations and warranties set
forth in, Section 3.2 of the Agreement.



 


		4.	Conditions to the Offer Closing. The Offer Closing is subject to the satisfaction of the
following conditions, any of which may be waived by the Corporation in its sole discretion:



 


		(a)	the representations and warranties made by the Subscriber in accordance with the Agreement and
this Offer shall have been true and correct as of the date of this Offer and as of the date of the Subscriber’s Offer Closing;



 


		(b)	the Corporation shall not have terminated the Agreement prior to the date of the Subscriber’s
Offer Closing; and



 


		(c)	no legal proceeding commenced against the Corporation or any Subscriber which questions the validity
of the Agreement or the transactions to occur hereunder or which attempts to delay or impede the Offer or the Subscriber’s
Offer Closing shall have been commenced.



 


		5.	Termination of the Agreement. If Subscribers have not purchased, in the aggregate, 850,000
Offered Shares by July 30, 2014 (or such later date as the Corporation and the Manager shall agree in writing), the Corporation
shall have the right to terminate and rescind the Agreement by giving written notice thereof to the Manager.



 


		6.	Appointment of the Manager as Agent of the Subscribers. Effective upon the Corporation’s
acceptance of this Offer, the Subscriber hereby appoints the Manager as its agent and representative relating to the Offer Closing
under the Agreement and this Offer with the following powers to act on behalf of and as agent and attorney-in-fact for the Subscriber
to perform the following actions:



 


		(a)	to give and receive notices and communications in connection with the Offer Closing and any registration
of the Offered Shares under the Registration Rights Schedule;



 


		(b)	to take delivery of the respective Offered Shares at the Offer Closing;



 


		(c)	to agree to, negotiate and enter into waivers, modifications, extensions and amendments of the
Agreement (except as regards the Purchase Price) and the Registration Rights Schedule;



 


		(d)	to take any and all actions and make any decisions required or permitted to be taken by the Manager
under the any agreement relating to the Closing in accordance with its respective terms,



 




    	2



    	 



    

 


		(e)	to report beneficial ownership of the Offered Shares purchased by the Subscriber as required by
law or regulation; and



 


		(f)	to take all actions necessary or appropriate in the judgment of the Manager for the accomplishment
of any or all of the foregoing.



 


The foregoing appointment shall
be effective during the term of the Agreement and shall terminate immediately upon the earlier of the termination of the Agreement
and December 31, 2014.


 


		7.	Beneficial Ownership of Shares. The Subscriber acknowledges that, in accordance with its
understandings with the Manager, the Manager retains power and authority to vote and to dispose of the Offered Shares subscribed
for by the Subscriber (which power and authority may be shared or exclusive, according to the terms of its understandings with
the Manager) and that, accordingly, the Manager is deemed to be the “beneficial owner” of such Shares (as defined in
the Exchange Act).



 




    	3



    	 



    

 


To properly tender this Offer, you must:


 


		·	sign this signature page in the space provided below; 



		·	complete your name and address; 



		·	fill in the number of Offered Shares for which you are subscribing
and the name of your nominee, if any; 



		·	complete the date in the space below; and 



		·	return the signed signature page on or before 30 June 2014 to Stephen
M. Robinson, the Chief Financial Officer of the Corporation, by telefax to +212.687.3667 or by sending a scan of the signed page
to Mr. Robinson at stephenr@surepure.net. 



 


If the Corporation accepts the Offer, the
Corporation will then contact you with respect to closing arrangements. You may also address any questions with respect to this
Offer to Mr. Robinson at stephenr@surepure.net.


 


	[Enter name of Subscriber]:                                                                             	 
	 	 	 
	[if an entity, designate type of 	 	 
	 	 	 
	entity (e.g., South African private company)]:	 
	                                                                             	 



 


	Street Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Email Address: 	 	 
	 	 	 
	Number of Offered Shares:	 	 
	 	 	 
	Name of Nominee:	 	 
	 	 	 
	Signature :	 	 
	 	 	 
	Dated:	________________, 2014	 


 


TO BE SENT BY TELEFAX
TO +1.212.687.3667 ATTENTION: Stephen Robinson OR BY SCAN AND EMAIL TO stephenr@surepure.net


 




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ACCEPTANCE OF OFFER


 


The undersigned, SurePure, Inc., a Nevada
corporation, hereby accepts the Offer to Purchase from the Subscriber as set forth above in this Offer to Purchase.


 


	 	SUREPURE, INC.
	 	 	 	 
	 	By	 
	 	 	 
	 	Stephen M. Robinson
	 	 	 
	 	 	Chief Financial Officer 


 




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Schedule II 


 


REGISTRATION
RIGHTS SCHEDULE 


 


This Registration Rights
Schedule (this “Schedule”) is attached to and is incorporated by reference into the Agreement for the Subscription
of Shares (the “Agreement”), dated as of April __, 2014, between SurePure, Inc., a Nevada corporation, and Trinity
Asset Management (Proprietary) Ltd., a company formed under the laws of South Africa (Company Number: 1996/010864/07).


 


1.                  Definitions.


 


Capitalized terms
used and not otherwise defined herein that are defined in the Agreement shall have the meanings given such terms in the Agreement.
As used in this Schedule, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(c).


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan of Distribution”
means the Plan of Distribution attached hereto as Annex 1.


 


“Prospectus”
means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) all of the shares of Common Stock issued under the Agreement
and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the shares of Common Stock issued under the Agreement; provided, that any such Registrable Securities
shall cease to be Registrable Securities (and the Corporation shall not be required to maintain the effectiveness of any, or file
another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to
the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities
have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities
have been previously sold in accordance with Rule 144, or (c) such Registrable Securities become eligible for resale without
volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion
letter to such effect, addressed, delivered and acceptable to the Corporation’s transfer agent and the affected Holders (assuming
that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such
securities were issued or are issuable, were at no time held by any Affiliate of the Corporation), as reasonably determined by
the Corporation, upon the advice of counsel to the Corporation.


 




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“Registration
Statement” means any registration statement required to be filed pursuant to Section 2(a) of this Schedule, including
(in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference
in any such registration statement.


 


“Rule 415”
means Rule 415 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 424”
means Rule 424 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 Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests
of the Commission staff and (ii) the Securities Act.


 


2.
        
        Piggy-Back Registration.


 


(a)  If,
at any time prior to July 30, 2015, the Corporation shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or a resale offering by any of its stockholders under the Securities Act of any of
its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents
relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities
issuable in connection with the Corporation’s stock option or other employee benefit plans, then the Corporation shall deliver
to each Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice,
any such Holder shall so request in writing, the Corporation shall include in such registration statement all or any part of such
Registrable Securities such Holder requests to be registered; provided, that the Corporation shall not be required to register
any Registrable Securities pursuant to this Section that are (i) eligible for resale pursuant to Rule 144 (without volume restrictions
or current public information requirements) promulgated by the Commission pursuant to the Securities Act or (ii) the subject of
a then effective registration statement. Such registration statement shall contain substantially the “Plan of Distribution”
attached hereto as Annex 1 with respect to the Registrable Shares. Subject to the terms of this Schedule, the Corporation
shall use its reasonable best efforts to cause the Registration Statement filed under this Section to be declared effective under
the Securities Act as promptly as reasonably practical after the filing thereof and shall use its reasonable best efforts to keep
the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by the Registration
Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale
restrictions pursuant to Rule 144 and without the requirement for the Corporation to be in compliance with the current public information
requirement under Rule 144, as determined by the counsel to the Corporation pursuant to a written opinion letter to such effect,
addressed and acceptable to the Corporation’s transfer agent and the affected Holders (the “Effectiveness Period”).


 




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(b)  If the
Commission informs the Corporation that all of the Registrable Securities cannot, as a result of the application of Rule 415, be
registered for resale as a secondary offering on a single registration statement, the Corporation will promptly inform each of
the Holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by
the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission on another appropriate
form.


 


(c)  Notwithstanding
any other provision of this Schedule, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable
Securities permitted to be registered on a registration statement as a secondary offering (and notwithstanding that the Corporation
used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities),
unless otherwise directed in writing by a Holder as to the Registrable Securities, the number of the Registrable Securities to
be registered on the Registration Statement may be reduced by the Corporation it its sole discretion without prior consultation
with any Holder.


 


3.                  Registration
Procedures. In connection with the Corporation’s registration obligations under this Schedule:


 


(a)  Each
Holder will furnish to the Corporation a completed Selling Stockholder Notice and Questionnaire in the form attached to this Schedule
as Annex 2, together with such Holder’s written request under Section 2(a) for its Shares to be registered.


 




    	8



    	 



    

 







 


(b)  (i) The Corporation
shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective (subject
to any requirement that a post-effective amendment be declared effective by the Commission) as to the Registrable Securities for
the Effectiveness Period and prepare and file with the Commission such additional registration statements to register for resale
under the Securities Act all of the Registrable Securities subject to any SEC Guidance that sets forth a limitation on the number
of Registrable Securities permitted to be registered on a particular registration statement; (ii) cause the related Prospectus
to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Schedule), and, as so supplemented
or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from
the Commission with respect to the Registration Statement or any amendment; and (iv) comply in all material respects with
the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by the Registration Statement during the Effectiveness Period in accordance (subject to the terms of this Schedule) with
the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such Prospectus
as so supplemented.


 


(c)  [reserved]


 


(d)  The Corporation
shall notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (i)(A) when the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement
is proposed to be filed (but not including (a) any Exchange Act filing or (b) any supplement or post-effective amendment
to a registration statement that is not related to such Holder’s Registrable Securities), (B) when the Commission notifies
the Corporation that there will be a “review” of the Registration Statement and whenever the Commission comments in
writing on the Registration Statement, and (C) with respect to the Registration Statement or any post-effective amendment,
when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority
for amendments or supplements to the Registration Statement or Prospectus or for additional information, (iii) of the issuance
by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of
the receipt by the Corporation of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in the Registration
Statement ineligible for inclusion therein or any statement made in the Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration
Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may
be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of
the occurrence or existence of any pending corporate development with respect to the Corporation that the Corporation believes
may be material and that, in the determination of the Corporation, makes it not in the best interest of the Corporation to allow
continued availability of the Registration Statement or Prospectus; provided, that in no event shall any such notice contain
any information which would constitute material, non-public information regarding the Corporation or any of its Subsidiaries.


 




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(e)  The Corporation
shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping
or suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)  The Corporation
shall furnish to each Holder, without charge, at least one conformed copy of the Registration Statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the
extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished
or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item
which is available on the EDGAR system (or successor thereto) need not be furnished.


 


(g)  Subject
to the terms of this Schedule, the Corporation hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to clauses (iii) through (vi) of Section 3(d).



 




    	10



    	 



    

 


(h)  If requested
by a Holder, the Corporation shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates
shall be free, to the extent permitted by this Schedule and applicable law, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such Holder may request.


 


(i)  Upon
the occurrence of any event contemplated by clauses (iii) through (vi) of Section 3(d),
as promptly as reasonably possible under the circumstances taking into account the Corporation’s good faith assessment of
any adverse consequences to the Corporation and its stockholders of the premature disclosure of such event, the Corporation shall
prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. If the Corporation notifies the Holders in accordance with clauses
(iii) through (vi) of Section 3(d) above to suspend
the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of
such Prospectus. The Corporation will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as
promptly as is practicable. The Corporation shall be entitled to exercise its right under this Section 3(i)
to suspend the availability of the Registration Statement and Prospectus for a period not to exceed 120 calendar days (which need
not be consecutive days) in any 12-month period. 


 


(j)  The Corporation
shall comply with all applicable rules and regulations of the Commission in connection with obtaining and maintaining the effectiveness
of the Registration Statement required to be filed and maintained with the Commission under this Schedule.


 


(k)  The Corporation
may require each selling Holder to furnish to the Corporation a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive
control over such shares


 




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4.            Registration
Expenses. All fees and expenses incident to the performance of or compliance with, the provisions of this Schedule by the Corporation
shall be borne by the Corporation whether or not any Registrable Securities are sold pursuant to the Registration Statement. The
fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses of the Corporation’s counsel and independent registered public accountants)
(A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any trading
market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky
laws reasonably agreed to by the Corporation in writing (including, without limitation, fees and disbursements of counsel for the
Corporation in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses
(including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone
and delivery expenses, (iv) fees and disbursements of counsel for the Corporation, (v) Securities Act liability insurance,
if the Corporation so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Corporation
in connection with the provisions of this Schedule. In addition, the Corporation shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated by the provisions of this Schedule (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange as required hereunder. Notwithstanding the foregoing, in no event shall the Corporation be responsible for (i) the fees
or expenses of the legal counsel or other professional advisers of any Holder or (ii) any broker or similar commissions of any
Holder.


 




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5.           Indemnification.


 


(a)  Indemnification
by the Corporation. The Corporation shall, notwithstanding any termination of its other obligations under this Schedule, indemnify
and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock) and
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 each of them, each Person who controls any such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents
and 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 each such controlling Person, to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees)
and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or
supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged
violation by the Corporation of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder,
in connection with the performance of its obligations under the provisions of this Schedule, except to the extent, but only to
the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished
in writing to the Corporation by such Holder expressly for use therein, or to the extent that such information relates to such
Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such Prospectus or in any amendment or supplement thereto
(it being understood that the Holder has approved Annex 1 hereto for this purpose) or (ii) in the case of an occurrence
of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise
unavailable Prospectus after the Corporation has notified such Holder in writing that the Prospectus is outdated, defective or
otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice, but only if and to the extent
that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. The Corporation
shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with
the provisions of this Schedule of which the Corporation is aware. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities
by any of the Holders.


 




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(b)  Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Corporation, its directors, officers,
agents and employees, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon:
(x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through
no fault of the Corporation or (y) any untrue or alleged untrue statement of a material fact contained in the Registration
Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
(i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished
in writing by such Holder to the Corporation expressly for inclusion in the Registration Statement or such Prospectus or (ii) to
the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it
being understood that the Holder has approved Annex 1 hereto for this purpose), such Prospectus or in any amendment or supplement
thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent,
but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the
Corporation has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by
such Holder and prior to the receipt by such Holder of the Advice, but only if and to the extent that following the receipt of
the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of
any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such
Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)  Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Schedule, except (and only) to the extent
that it shall be determined by a court of competent jurisdiction in a final, non-appealable judgment, that such failure shall have
materially and adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses,
(2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably
believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and
the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense
thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).
The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party shall, without the prior written consent
of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party,
unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject
matter of such Proceeding.


 




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Subject to the terms
of this Schedule, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days after written notice thereof by the Indemnifying
Party to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for
that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court
of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification
hereunder.


 


(d)  Contribution.
If the indemnification under Section 5(a) or 5(b)
is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying
Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or
relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a
party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Schedule, any reasonable
attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would
have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party
in accordance with its terms. 


 




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The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute pursuant
to this Section 5(d), in the aggregate, any amount in excess of the net proceeds actually received by such Holder from the
sale of the Registrable Securities subject to the Proceeding


 


The indemnity and contribution
agreements contained in the provisions of this Schedule are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.


 


6.                 Miscellaneous.


 


(a)  Remedies.
If a breach by the Corporation or by a Holder of any of their respective obligations under this Schedule occurs, each Holder or
the Corporation, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Schedule,
including recovery of damages, shall be entitled to specific performance of its rights under this Schedule.


 


(b)  Compliance.
Each Holder will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


(c)  Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Corporation
of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under the Registration Statement until it is advised in writing (the “Advice”)
by the Corporation that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The
Corporation will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 


(d)  Amendments
and Waivers. The provisions of this Schedule, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Corporation and the Holders of a majority or more of the then outstanding Registrable Securities.


 


(e)  Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Agreement or the Schedules thereto.


 




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(f)  No Inconsistent
Agreements. If there is any inconsistency between the provisions of this Schedule and the Agreement, the provisions of the
Agreement shall prevail.


 


(g)  Severability.
If any term, provision, covenant or restriction of this Schedule 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.


 


(h)  Headings.
The headings in this Schedule are for convenience only, do not constitute a part of this Schedule and shall not be deemed to limit
or affect any of the provisions hereof.


 




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Annex 1 


 


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the OTC Bulletin Board or any stock exchange, market
or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Stockholder may use any one or more of the following methods when selling securities:


 


		·	ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer
will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the
transaction;



 


		·	purchases by a broker-dealer as principal
and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance
with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales;



 


		·	in transactions through broker-dealers
that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;



 


		·	through the writing or settlement of options
or other hedging transactions, whether through an options exchange or otherwise;



 


		·	a combination of any such methods of sale;
or



 


		·	any other method permitted pursuant to
applicable law.



 


The Selling Stockholders
may also sell securities in transactions that comply with Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this Prospectus.


 




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Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


 


In connection with
the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter
into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of securities offered by this Prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended
to reflect such transaction).


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions
and markups which, in the aggregate, would exceed eight percent (8%).


 


The Corporation is
required to pay certain fees and expenses incurred by the Corporation incident to the registration of the securities. The Corporation
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


Because Selling Stockholders
may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus.
The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed
sale of the resale securities by the Selling Stockholders.


 




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We agreed to keep this
Prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without
registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 and without the requirement for
the Corporation to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule
of similar effect or (ii) all of the securities have been sold pursuant to this Prospectus or Rule 144 under the Securities
Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not
be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.


 


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and
sales of the common stock by the Selling Stockholders or any other person. We will make copies of this Prospectus available to
the Selling Stockholders and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 




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Annex 2 


 


SUREPURE, INC.


 


Selling Stockholder
Notice and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of SurePure, Inc., a Nevada corporation (the “Corporation”),
understands that the Corporation has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
the registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of
the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance
with the terms of the Registration Rights Schedule (the “Registration Rights Schedule”) to which this document
is annexed. A copy of the Registration Rights Schedule is available from the Corporation upon request at the address set forth
below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Schedule.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.


 


The undersigned hereby
provides the following information to the Corporation and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1. Name.


 


	(a)	 	Full Legal Name of Selling Stockholder:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	(b)	 	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 
	 	 	 



 






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	(c)	 	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	 
	 	 	 


 


	2. Address for Notices to Selling Stockholder: 
	 	 	 
	 	 	 
	 	 	 





	 	 	 
	Telephone:	 
	 	 	 
	 	 	 





	 	 	 
	Fax:	 	 
	 	 	 
	 	 	 





	 	 	 
	Contact Person:	 
	 	 
	 	 





	 	 	 
	3. Broker-Dealer Status:
	 
		 





 


	(a)		Are you a broker-dealer? 


 


Yes   ̈ No
  ̈  


 


	(b)		If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Corporation? 


 


Yes   ̈ No
  ̈  


 




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	Note:		If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 


 


	(c)		Are you an affiliate of a broker-dealer? 


 


Yes   ̈ No
  ̈  


 


	(d)		If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? 


 


Yes   ̈ No
  ̈  


 


	Note:		If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 



 



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4. Beneficial Ownership
of Securities of the Corporation Owned by the Selling Stockholder.


 


Except as set forth
below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Corporation other
than the securities issuable pursuant to the Agreement.


 


Type and Amount of
other securities beneficially owned by the Selling Stockholder:


 


	 
	 
	 



 


5. Relationships with
the Corporation:


 


Except as set forth
below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more
of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the
Corporation (or its predecessors or affiliates) during the past three years.


 


State any exceptions
here:


 


	 
	 
	 


 


The undersigned agrees
to promptly notify the Corporation of any inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof at any time while the Registration Statement remains effective.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Corporation in connection with the preparation or amendment of the
Registration Statement and the related prospectus and any amendments or supplements thereto.


 




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IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Selling Stockholder Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	 	 	 	 
	Date:	 	 	Beneficial Owner:


 


	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


PLEASE FAX A COPY (OR EMAIL A .PDF COPY)
OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


405 Lexington Avenue, 25th
Floor


 


New York, NY 10174


 


Attention: Stephen M. Robinson


 


Chief Financial Officer


 


stephenr@surepure.net


 




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