Exhibit 10.8


 





SECURITIES PURCHASE
AGREEMENT


 


THIS SECURITIES
PURCHASE AGREEMENT (the “Agreement”) is made as of the 20th day of October,
2014 by and between Realbiz Media Group, a Delaware corporation (the “Company”), and Himmil Investments,
Ltd., a British Virgin Islands company (the “Investor”).


 


WHEREAS, the
Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b)
of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission
(the “Commission”) under the 1933 Act (without limiting any other such exemption which may apply to the
transactions contemplated by this Agreement);


 


WHEREAS, the
Company has authorized the issuance of (i) a senior convertible note, in the original principal amount of $150,000, in the form
attached hereto as Exhibit A (the “Note”), which Note shall be convertible into shares of the
Company’s common stock, $.001 par value per share (the “Common Stock”), in accordance with the
terms of the Note, and (ii) a warrant to acquire up 300,000 additional shares of Common Stock, in the form attached hereto as Exhibit
B (the “Warrant”);


 


WHEREAS, Investor
wishes to purchase, and the Company wishes to sell at the Closing (as defined below), upon the terms and conditions stated in this
Agreement, (i) the Note (and the Common Stock issuable upon conversion thereof, collectively, the “Conversion Shares”)
and (ii) the Warrant (and the Common Stock issuable upon exercise thereof, collectively, the “Warrant Shares”).


 


WHEREAS,
the Note, the Conversion Shares, the Warrant and the Warrant Shares are collectively referred
to herein as the “Securities” and the offering contemplated hereby is referred to herein as the “Offering”;


 


WHEREAS, the
parties have agreed that the obligation to repay the Note shall be an unsecured obligation of the Company; and


 


WHEREAS, at
the Closing, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit
C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain
registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933
Act and the rules and regulations promulgated thereunder, and applicable state securities laws.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the
premises and the mutual agreements, representations and warranties, provisions and covenants contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:


 






    	 



    	 



    

 


1.           Purchase
and Sale of Note and Warrant.


 


1.1           Purchase
and Sale of Note and Warrant. Subject to the satisfaction (or, where legally permissible, the waiver) of the conditions set
forth in Section 4.1, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the
Closing Date (as defined below), the Note and the Warrant (the “Closing”).


 


1.2           Form
of Payment. On the Closing Date, (i) the Investor shall pay the Purchase Price (as defined below) (less the amounts withheld
pursuant to Section 12.12) to the Company for the Note and the Warrant to be issued and sold to the Investor at the Closing, by
wire transfer of immediately available funds in accordance with the Company’s written wire instructions and (ii) immediately
following the Company’s receipt of such amount, the Company shall deliver to the Investor (x) the Note and (y) the Warrant,
in each case, duly executed on behalf of the Company and registered in the name of the Investor or its designee.


 


1.3           Subsequent
Closing. Upon effectiveness of the initial Registration Statement to be filed hereunder but subject to Section 2(a) of the
Registration Rights Agreement, the Investor may purchase from the Company an additional note (“Subsequent Note”) and
warrant (“Subsequent Warrant”) upon the same terms and conditions as the Note and the Warrant (including all conditions
included in this Agreement) in a principal amount of up to $50,000, provided that the purchase price of the Subsequent Note and
Warrant shall be the same amount as the face value of the Subsequent Note.


 


2.           Purchase
Price. The purchase price for the Note and the Warrant to be purchased by the Investor (the “Purchase Price”)
shall be $125,000. The Note will be issued with an original issue discount of approximately 16.7%.


 


3.           Closing
Date. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m. (New York City time),
on the first (1st) Trading Day (as defined below) (and including the date hereof if a Trading Day) on which the conditions
to the Closing set forth in Section 4.1 below are satisfied or waived. The Closing shall occur electronically. With regard to
the purchase of the Subsequent Note and Subsequent Warrant, all conditions precedent to closing as set forth in paragraph 4 herein
shall apply, except that all references to “Closing Date” shall mean the date of purchase of the Subsequent Note and
Subsequent Warrant and references to the Note and Warrant shall mean the Subsequent Note and the Subsequent Warrant.


 


4.           Closing
Conditions; Certain Covenants.


 


4.1           Conditions
to the Closing.


 


(a)           Conditions
of the Company to the Closing. The obligation of the Company to sell and issue the Note and the Warrant to the Investor at
the Closing is subject to the fulfillment, to the Company’s reasonable satisfaction, prior to or at the Closing, of each
of the following conditions:


 






    	2



    	 



    


 


(i)            Representations
and Warranties. The representations and warranties of the Investor contained in this Agreement (x) that are not qualified
by “materiality” shall have been true and correct in all material respects when made and shall be true and correct
in all material respects as of the Closing Date with the same force and effect as if made on such dates, except to the extent
such representations and warranties are as of another date, in which case, such representations and warranties shall be true and
correct in all material respects as of such other date and (y) that are qualified by “materiality” shall have
been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made
on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations
and warranties shall be true and correct as of such other date.


 


(ii)           Registration
Rights Agreement. The Investor shall have duly executed and delivered the Registration Rights Agreement to the Company.


 


(iii)          No
Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or
which would materially modify or delay any of the transactions contemplated by the Transaction Documents.


 


(b)          Conditions
to the Investor to the Closing. The obligation of the Investor to purchase the Note and the Warrant to be issued to the Investor
at the Closing is subject to the satisfaction, or (where legally permissible) the waiver by the Investor, on the Closing Date,
of each of the following conditions:


 


(i)            Representations
and Warranties. The representations and warranties of the Company contained in this Agreement (x) that are not qualified by
“materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when
made and shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made on
such dates, except to the extent such representations and warranties are as of another date, in which case, such representations
and warranties shall be true and correct in all material respects as of such other date and (y) that are qualified by “materiality”
or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Closing
Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as
of another date, in which case, such representations and warranties shall be true and correct as of such other date.


 


(ii)           Performance
of the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by
the Company at or prior to the Closing Date. The Company shall have delivered to the Investor on the Closing Date a written certification
by an executive officer of the Company to the foregoing substantially in the form attached hereto as Exhibit D.


 






    	3



    	 



    

 


(iii)          No
Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended
by the Commission, the Trading Market or the FINRA (except for any suspension of trading of less than fourteen (14) days, which
suspension shall be terminated prior to the Closing Notice Date), the Company shall not have received any final and non-appealable
notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless,
prior to such date certain, the Common Stock is listed or quoted on any other Trading Market), trading in securities generally
as reported on the Trading Market shall not have been suspended or limited, nor shall a banking moratorium have been declared
either by the U.S. or New York State authorities (except for any suspension, limitation or moratorium which shall be terminated
prior to the Closing Notice Date), there shall not have been imposed any suspension of electronic trading or settlement services
by the Depository Trust Company (“DTC”) with respect to the Common Stock that is continuing, the Company
shall not have received any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC
with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified
the Company in writing that DTC has determined not to impose any such suspension).


 


(iv)          Compliance
with Laws. The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations
and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents
(as defined below) to which it is a party and the consummation of the transactions contemplated hereby and thereby, including,
without limitation, the Company shall have obtained all permits and qualifications required by any applicable state securities
or “Blue Sky” laws for the offer and sale of the Securities by the Company to the Investor).


 


(v)           No
Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or
which would materially modify or delay any of the transactions contemplated by the Transaction Documents.


 


(vi)          No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall
have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or
threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary,
seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages
in connection with such transactions.


 


(vii)         Listing
of Securities. All of the Conversion Shares and Warrant Shares that may be issued pursuant to the Note and Warrant, respectively,
shall have been approved for listing or quotation on the Trading Market as of the Closing Date, in each case, without regard to
any limitations on conversion or exercise set forth in the Note or Warrant, respectively, subject only to notice of issuance.


 


(viii)        No
Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have
occurred and be continuing.


 






    	4



    	 



    

 


(ix)          Opinion
of Counsel. On the Closing Date, the Investor shall have received an opinion from outside counsels to the Company, dated the
Closing Date, in the form mutually agreed to by the parties hereto prior to the date hereof.


 


(x)           Note
and Warrant. At the Closing, the Company shall have tendered to the Investor the Note and Warrant.


 


(xi)          Registration
Rights Agreement. The Company shall have duly executed and delivered the Registration Rights Agreement to the Investor.


 


(xii)         Current
Public Information. All reports, schedules, registrations, forms, statements, information and other documents required to
have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material
required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under
the 1934 Act.


 


4.2          Limitations
on Future Issuances. So long as any amounts due under the Note and/or the Subsequent Note remain outstanding, the Company
may not, directly or indirectly, (i) enter into any agreement or other contractual arrangement, except for a registered secondary
offering, and unregistered private placements or employee stock option grants, not containing any variable pricing, price resets,
“true up” provisions or similar provisions pursuant to which the pricing of the securities offered may change in the
future, to effect any financing agreement or other arrangement involving the sale of any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock at a price that is based
upon and/or varies with the trading prices of the Company’s Common Stock at any time after the initial issuance of such
securities or is subject to reset upon the occurrence of specified or contingent event or events, (ii) enter into any agreement,
including, but not limited to an equity line of credit or other committed equity facility, where the Company may sell securities
at a future determined price, and (iii) the Company and/or its affiliates shall not directly or indirectly, solicit, initiate
or enter into any agreement to effect an “Exchange Transaction” (as such term is defined in Section 3(a)(9) or Section
3(a)(10) of the Securities Act.


 


4.3          Securities
Law Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following
the Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms
of the transactions contemplated hereby (the “Press Release”) and (b) by the fourth Trading Date following
the Closing Date, issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms
of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required
by the 1934 Act. From and after the issuance of the Press Release, the Company represents to the Investor that the Company shall
have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of
its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated
by the Transaction Documents. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and
comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to
all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made
by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or
the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue,
file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall
not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the Exchange
Act if it shall have previously provided the same disclosure for review in connection with a previous filing.


 






    	5



    	 



    

 


4.4          Legends.
The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of
Securities other than pursuant to an effective registration statement or Rule 144 (as defined below), to the Company or to an
affiliate of the Investor or in connection with a pledge, the Company may require the transferor thereof to provide to the Company
an opinion of the Company’s counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred Securities under the 1933 Act. The Investor
understands that the certificate or other instrument representing the Note and the Warrant and the stock certificates representing
the Conversion Shares and the Warrant Shares, respectively, except as set forth below, shall bear any legends as required by applicable
state securities or “Blue Sky” laws in addition to a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such stock certificates):


 


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


 






    	6



    	 



    

 


The Company shall use
its reasonable best efforts to cause its transfer agent to remove the legend set forth above and to issue a certificate without
such legend to the holder of the Securities upon which it is stamped, or to issue to such holder by electronic delivery at the
applicable balance account at DTC, unless otherwise required by state securities or “blue sky” laws, at such time as
(i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer,
such holder provides the Company with an opinion of counsel, in a form generally acceptable to the Company’s legal counsel
and the Transfer Agent, to the effect that such sale, assignment or transfer of the Securities may be made without registration
under the 1933 Act, (ii) if the holding period (as determined under Rule 144) for such Securities is at least six months, but less
than one year, such holder provides the Company and its legal counsel with reasonable assurance in writing that the Securities
are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A or (iii) if the holding period (as determined under Rule
144) for such Securities is at least one year, such holder provides the Company and its legal counsel with reasonable assurance
in writing that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. In furtherance of the foregoing,
the Company agrees that, following the Effective Date or at such time as such legend is not required pursuant to this Section 4.4,
the Company shall, no later than three Trading Days following the delivery by the Investor to the Company or the Transfer Agent
of a certificate representing Conversion Shares or Warrant Shares issued with a restrictive legend (such third Trading Day, the
“Legend Removal Date”), either: (A) issue and deliver (or cause to be issued and delivered) to the Investor
a certificate representing such Conversion Shares or Warrant Shares, as applicable, that is free from all restrictive and other
legends or (B) cause the Transfer Agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal
at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Conversion Shares or Warrant Shares,
as applicable, represented by the certificate so delivered by the Investor. If the Company fails on or prior to the Legend Removal
Date to either (i) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing the Conversion
Shares or Warrant Shares, as applicable, that is free from all restrictive and other legends or (ii) cause the Transfer Agent to
credit the balance account of the Investor or its designee at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with
a number of shares of Common Stock equal to the number of the Conversion Shares or Warrant Shares, as applicable, represented by
the certificate delivered by the Investor pursuant hereto (a “Delivery Failure”), and if on or after
the Legend Removal Date the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Investor of shares of Common Stock that the Investor anticipated receiving from the Company without
any restrictive legend, then the Company shall, within three Trading Days after the Investor’s request, pay cash to the Investor
in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased, at which point the Company’s obligation to deliver a certificate or credit the Investor’s or its
designee’s account at DTC for such shares of Common Stock shall terminate and such shares shall be cancelled(the “Buy-In
Remedy”). For the avoidance of doubt, with respect to any given Delivery Failure, the Investor shall be entitled,
at the election of the Investor, to recovery either pursuant to this Buy-In Remedy or Section 3(c)(ii) of the Note, but not both.


 


4.5          Sales
of Stock.


 


(a)           Investor
hereby agrees that, for so long as Investor owns any Notes, such Investor shall not maintain a Net Short Position (as defined
below).


 






    	7



    	 



    

 


(b)          For purposes hereof, a "Net Short Position" by
a person means a position whereby such person has executed one or more sales of Common Stock that is marked as a short sale (but
not including any sale marked “short exempt”) and that is executed at a time when the Investor has no equivalent offsetting
long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO
of the 1934 Act). For purposes of determining whether the Investor has an equivalent offsetting long position in the Common Stock,
all Common Stock (A) that is owned by the Investor, (B) that may be issued as Interest Shares pursuant to the terms of the Notes
issuable to the Investor on the Closing Date or, after the Closing Date, then held by the Investor or (C) that would be issuable
upon conversion or exercise in full of all Securities issuable to the Investor on the Closing Date or, after the Closing Date,
then held by the Investor (assuming that such Securities were then fully convertible or exercisable, notwithstanding any provisions
to the contrary, and giving effect to any conversion or exercise price adjustments that would take effect given only the passage
of time) shall be deemed to be held long by the Investor.


 


4.6          Reservation
of Shares. So long as any Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times
have authorized, and reserved for the purpose of issuance, no less than the sum of (i) 100% of the maximum number of shares of
Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof, that the Notes are convertible
at the Conversion Price (as defined in the Notes) and without regard to any limitations on the conversion of the Notes set forth
therein), and (ii) 100% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes then outstanding from
the Closing Date through the twelve month anniversary of the Closing Date (determined as if issued on the Trading Day immediately
preceding the Closing Date without taking into account any limitations on the issuance of securities set forth in the Notes) and
(iii) 100% of the maximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard
to any limitations on the exercise of the Warrants set forth therein).


 


5.          Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to the Investor as
of the Closing Date:


 


5.1           Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada. The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a Material Adverse Effect.


 


5.2           Capitalization.
As of the date hereof, the authorized capital stock of the Company consists of (i) 250,000,000 shares of Common Stock,
of which, 80,066,775 are issued and outstanding and 111,510,019 shares are reserved for issuance pursuant to Convertible
Securities (as defined below) (other than the Notes and the Warrants) and (ii) 125,000,000 shares of preferred stock, of
which 94,009,762 are issued and outstanding. A complete capitalization table of the Company as of the date hereof is attached
hereto as Schedule 5.2 (including, without limitation, all outstanding Convertible Securities). No shares of Common Stock are
held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and
are fully paid and nonassessable. 18,687,255 shares of the Company’s issued and outstanding Common Stock on the date
hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and
calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and
outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for
purposes of federal securities laws) of the Company or any of its Subsidiaries.


 






    	8



    	 



    

 





	Acknew	 	Investor	 	 	12,145,925	 
	 	 	 	 	 	 	 
	Mike Craig	 	Director	 	 	3,341,330	 
	 	 	 	 	 	 	 
	Keith White	 	Director	 	 	200,000	 
	 	 	 	 	 	 	 
	Arun Srinivasan	 	Director	 	 	3,000,000	 
	 	 	 	 	 	 	 
	Total “Affiliates”	 	 	 	 	18,687,255	 








 


To the Company’s
Knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding
shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently
exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations
on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is
a 10% stockholder for purposes of federal securities laws). (i) None of the Company’s or any Subsidiary’s capital stock
is subject to preemptive rights or any other similar rights or any Encumbrances suffered or permitted by the Company or any Subsidiary;
(ii) except as disclosed in Schedule Schedule 5.2 (ii), there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable
for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by
which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of
its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its
Subsidiaries; (iii) other than as set forth on Schedule 5.2(iii), there are no outstanding debt securities, notes, credit agreements,
credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries
or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations
in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as set forth on Schedule 5.2(v), there
are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of
their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities
or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a
security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities; (viii) neither the Company nor any Subsidiary has any stock
appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company
nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the Public Reports which are not so
disclosed in the Public Reports, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’
respective businesses and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material
Adverse Effect.


 






    	9



    	 



    

 


5.3          Authorization;
Enforcement. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Agreement, the Note, the Warrant and the Registration Rights Agreement (the “Transaction
Documents”) and the performance of all obligations of the Company hereunder and thereunder, and the authorization
(or reservation for issuance), sale and issuance of the Note and the Warrant, and the Common Stock into which the Note and the
Warrant are convertible or exercisable, as applicable, have been taken on or prior to the date hereof. Each of the Transaction
Documents has been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.


 


5.4          Valid
Issuance of the Conversion Shares and Warrant Shares; Reservation of Shares. Each of the Note and Warrant has been duly authorized
and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company other than restrictions on transfer under this Agreement and under applicable
state and federal securities laws. Upon conversion in accordance with the Note or exercise in accordance with the Warrant (as
the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued and delivered in accordance with the
terms of this Agreement and the Note or the Warrant, as applicable, for the consideration expressed herein and therein, will be
duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions
on transfer under this Agreement and under applicable state and federal securities laws. The Company has reserved from its duly
authorized capital stock a sufficient number of shares of Common Stock for issuance of the Conversion Shares as required by Section
8 of the Note and Warrant Shares as required by Section 1(g) of the Warrant.


 


5.5          Offering.
Subject to the truth and accuracy of the Investor’s representations set forth in Section 6 of this Agreement, the offer
and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities
Act of 1933, as amended (the “1933 Act”), and the qualification or registration requirements of state
securities laws or other applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf will take
any action hereafter that would cause the loss of such exemptions.


 


5.6          Public
Reports. The Company is current in its filing obligations under the 1934 Act, including without limitation as to its filings
of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (collectively, the “Public
Reports”). The Public Reports do not contain any untrue statement of a material fact or omit to state any fact necessary
to make any statement therein not misleading. The financial statements included within the Public Reports for the fiscal year
ended October 31, 2013 and for each quarterly period thereafter (the “Financial Statements”) have been
prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent
basis throughout the periods indicated and with each other, except that unaudited Financial Statements may not contain all footnote
required by generally accepted accounting principles. The Financial Statements fairly present, in all material respects, the financial
condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of
unaudited Financial Statements to normal year-end audit adjustments.


 






    	10



    	 



    

 


5.7          Compliance
With Laws. The Company has not violated any law or any governmental regulation or requirement which violation has had or would
reasonably be expected to have a Material Adverse Effect on its business and the Company has not received written notice of any
such violation.


 


5.8          Violations.
The consummation of the transactions contemplated by the Transaction Documents and all other documents and instruments required
to be delivered in connection therewith will not result in or constitute any of the following: (a) a violation of any provision
of the articles of incorporation, bylaws or other governing documents of the Company; (b) a violation of any provisions of any
applicable law or of any writ or decree of any court or governmental instrumentality; (c) a default or an event that, with notice
or lapse of time or both, would be a default, breach, or violation of a lease, license, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement, instrument, or arrangement to which the Company is a party
or by which the Company or its property is bound; (d) an event that would permit any party to terminate any agreement or to accelerate
the maturity of any indebtedness or other obligation of the Company; or (e) the creation or imposition of any lien, pledge, option,
security agreement, equity, claim, charge, encumbrance or other restriction or limitation on the capital stock or on any of the
properties or assets of the Company.


 


5.9          Consents;
Waivers. No consent, waiver, approval or authority of any nature, or other formal action, by any Person, firm or corporation,
or any agency, bureau or department of any government or any subdivision thereof, not already obtained, is required in connection
with the execution and delivery of the Transaction Documents by the Company or the consummation by the Company of the transactions
provided for herein and therein.


 


5.10        Sarbanes-Oxley
Act. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective
as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective
as of the date hereof.


 


5.11        Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the
Company, the Common Stock or any of the Company’s officers or directors in their capacities as such.


 






    	11



    	 



    

 


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


 


5.13        Intellectual
Property. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service
marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as
described in the Public Reports as necessary or required for use in connection with their respective businesses and which the failure
to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None
of, and the Company has not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,
terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this
Agreement. The Company has not received, since the date of the latest audited financial statements included within the Public Reports,
a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights
of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of
the Intellectual Property Rights. The Company has taken reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


5.14        Registration
Rights. Other than the Investor or as set forth in the Public Reports, no Person has any right to cause the Company to effect
the registration under the 1933 Act of any securities of the Company.


 






    	12



    	 



    

 


5.15        Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any
information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms
that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company. All of the
disclosure furnished by or on behalf of the Company to the Investor regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct
in all material respects 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 press
releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company
acknowledges and agrees that the Investor does not make nor has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 6 hereof.


 


5.16        No
Integrated Offering. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6, neither
the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the
Securities to be integrated with prior offerings by the Company for purposes of (i) the 1933 Act which would require the registration
of any such securities under the 1933 Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which
any of the securities of the Company are listed or designated.


 


5.17        Seniority.
As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note in right of payment, whether with
respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security
interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as
to the property covered thereby).


 


5.18        Bankruptcy
Status; Indebtedness. The Company has no current intention or expectation to file for reorganization or liquidation under
the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 5.18 sets forth as of
the date hereof all outstanding secured and unsecured Indebtedness (as defined below) of the Company or any Subsidiary, or for
which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (z) the present value of any lease payments in excess of $100,000 due under leases required to
be capitalized in accordance with GAAP. The Company is not in default with respect to any Indebtedness.


 


5.19         Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company.


 






    	13



    	 



    

 


5.20         No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company's
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act
(a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).
The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.


 


6.           Representations
and Warranties of the Investor. The Investor hereby represents, warrants and covenants that:


 


6.1          Authorization.
The Investor has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement
and the Registration Rights Agreement, the performance of its obligations hereunder and thereunder and the consummation of the
transactions contemplated hereby and thereby.


 


6.2          No
Public Sale or Distribution. The Investor is (i) acquiring the Note and the Warrant, and (ii) upon conversion of the Note
will acquire the Conversion Shares and (iii) upon exercise of the Warrant will acquire the Warrant Shares for its own account,
not as a nominee or agent, and not with a view towards, or for resale in connection with, the public sale or distribution of any
part thereof, except pursuant to sales registered or exempted under the 1933 Act. The Investor is acquiring the Securities hereunder
in the ordinary course of its business. The Investor does not presently have any contract, agreement, undertaking, arrangement
or understanding, directly or indirectly, with any Person to sell, transfer, pledge, assign or otherwise distribute any of the
Securities.


 


6.3          Accredited
Investor Status; Investment Experience. The Investor is an “accredited investor” as that term is defined in Rule
501(a) of Regulation D. The Investor can bear the economic risk of its investment in the Securities, and has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities.


 


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


 






    	14



    	 



    

 


6.5          Information.
The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Securities which have been requested by the Investor. The Investor
and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other
due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or
affect the Investor’s right to rely on the Company’s representations and warranties contained herein. The Investor
understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.
The Investor is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any
of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Securities
and the transactions contemplated by this Agreement.


 


6.6          No
Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


6.7          Validity;
Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Investor is a party have been duly and
validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations
of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability may
be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and
other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The
execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor is a
party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities or “Blue Sky” laws) applicable
to the Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations
hereunder.


 


6.8          Organization
and Standing. The Investor is a company duly organized, validly existing and in good standing under the laws of the British
Virgin Islands.


 


6.9          No
Disqualification Events. None of the Investor, any of its predecessors, any affiliates of the Investor, any director, executive
officer, other officer of the Investor, (each, an “Investor Covered Person” and, together, “Investor Covered
Persons”) is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under
the Securities Act (an “Investor Disqualification Event”), except for a Investor Disqualification Event covered by
Rule 506(d)(2) or (d)(3). The Investor has exercised reasonable care to determine whether any Investor Covered Person is subject
to a Disqualification Event. The Investor has complied, to the extent applicable, with its disclosure obligations under Rule 506(e).


 






    	15



    	 



    

 


6.10        Brokers
or Finders. The Investor represents and warrants, to the best of its knowledge, that no finder, broker, agent, financial advisor
or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation
in connection with the transactions contemplated by this Agreement or the transactions contemplated hereby.


 


6.11        Ability
to Perform. There are no actions, suits, proceedings or investigations pending against Investor or Investor’s assets
before any court or governmental agency (nor is there any threat thereof) which would impair in any way Investor’s ability
to enter into and fully perform its commitments and obligations under this Agreement or the transactions contemplated hereby.


 


7.           Use
of Proceeds. The Investor acknowledges that the Company will use the proceeds received from the purchase of the Note and Warrant
for, among other things, (i) costs and expenses relating to the sale of the Note and Warrant to the Investor and (ii) general
working capital purposes.


 


8.           Rule
144 Availability; Public Information. At all times during the period commencing on the six (6) month anniversary of the Closing
Date and ending at such time that all of the Securities can be sold without the requirement to be in compliance with Rule 144(c)(1)
under the 1933 Act and otherwise without restriction or limitation pursuant to Rule 144 under the 1933 Act, the Company shall
use its reasonable best efforts to ensure the availability of Rule 144 under the 1933 Act to the Investor with regard to the Conversion
Shares and the Warrant Shares (assuming a cashless exercise of the Warrant), including compliance with Rule 144(c)(1) under the
1933 Act. If, (i) at any time during the period commencing from the six (6) month anniversary of the Closing Date and ending on
the first anniversary of the Closing Date, the Company shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) under the 1933 Act (a “Public Information Failure”), or (ii) the Company shall fail
to take such action as is reasonably requested by the Investor to enable the Investor to sell the Conversion Shares and the Warrant
Shares (assuming a cashless exercise of the Warrant) pursuant to Rule 144 under the 1933 Act (including, without limitation, delivering
all such legal opinions, consents, certificates, resolutions and instructions to the Company’s transfer agent as may be
reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker
to effect such sale of securities pursuant to Rule 144 under the 1933 Act) (a “Process Failure”), then,
in either case, in addition to the Investor’s other available remedies, the Company shall pay to a Investor, in cash, as
liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an
amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of the Investor’s Securities on the day of a
Public Information Failure or Process Failure, as applicable, and on every thirtieth (30th) day (pro rated for periods totaling
less than thirty days) thereafter until (a) in the case of a Process Failure, the date such Process Failure is cured, or (b) in
the case of a Public Information Failure, the earlier of (1) the date such Public Information Failure is cured and (b) such time
that such public information is no longer required for the Investor to transfer the Conversion Shares or the Warrant Shares (assuming
a cashless exercise of the Warrant) pursuant to Rule 144 under the 1933 Act. The payments to which the Investor shall be entitled
pursuant to this Section 8 are referred to herein as “Rule 144 Failure Payments.” Rule
144 Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Rule 144 Failure
Payments are incurred and (ii) the third (3rd) Trading Day after the event or failure giving rise to the Rule 144 Failure Payments
is cured.


 






    	16



    	 



    

 


9.           Indemnification.
In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless the Investor and each holder of any Securities and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively,
the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs,
penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is
a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements
(the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating
to (a) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction
Documents, (b) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction
Documents or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these
purposes a derivative action brought on behalf of the Company or any Subsidiary) and arising out of or resulting from (i) the
execution, delivery, performance or enforcement of any of the Transaction Documents, (ii) any transaction financed or to be financed
in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of the Investor
or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents.
To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section
9 shall be the same as those set forth in Section 6 of the Registration Rights Agreement. Notwithstanding anything to the contrary
in this Section 9, the Company shall not be obligated to pay an Indemnitee any sums otherwise due under this Section 9 if the
Company has already paid the Indemnitee such sums for the same Indemnified Liabilities under Section 6 of the Registration Rights
Agreement.


 


10.         Reserved.


 


11.         Reserved.


 


12.         Miscellaneous


 


12.1        Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties (including transferees of the Securities). Nothing in
this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 






    	17



    	 



    

 


12.2        Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York . The Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in New York County, New York , for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, 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 brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
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 to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


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


 


12.4        Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient;
if not, then on the next Trading Day, (c) five (5) Trading Days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent to (a) in the case of the Company, to
Bill Kerby, Telephone Number: 954-888-9779, Fax: 954-888-9082 , Attention: CEO, with a copy (which shall not constitute notice)
to Leslie Marlow, Esq., Chrysler Building 26th Floor, 405 Lexington Avenue, New York, NY 10174, Telephone Number 212-907-6457,
Fax 212-208-4657 or (b) in the case of the Investor, to Himmil Investments, Ltd., Rodus Building, 4th Floor, Road Town,
Tortola, British Virgin Islands, Telephone Number: (284) 494-8086, Fax: (284) 494-9474, Attention: Arthur C. Price, Director,
with a copy (which shall not constitute notice) to Jolie Kahn, Esq, 2 Liberty Place, 50 South 16th Street,
Suite 3401, Philadelphia, PA 19102, Telephone Number: (215) 253-6645, Fax: (866) 705-3071.


 


12.5         Finder’s
Fees. Each party represents that it neither is nor will be obligated for any finders’ fee or commission in connection
with this transaction. The Company shall indemnify and hold harmless each Investor from any liability for any commission or compensation
in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for
which the Company or any of its officers, employees or representatives is responsible.


 






    	18



    	 



    

 


12.6        Amendments
and Waivers. No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto.
No provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of
such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercises thereof
or of any other right, power or privilege.


 


12.7        Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.


 


12.8        Entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party
shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically
set forth herein or therein.


 


12.9        Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile, by electronic mail in “portable
document format” (“.pdf”), or by any other electronic means which preserves the original graphic and pictorial
appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature.


 


12.10      Interpretation.
Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, the singular
the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the inclusive
meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder” or
“herein” relate to this Agreement.


 


12.11      Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.


 






    	19



    	 



    

 


12.12      Fees
and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by the Transaction Documents;
provided, however, that $10,000 shall be withheld by the Investor from the Purchase Price at the Closing as a non-accountable
and non-refundable document preparation fee (the “Document Preparation Fee”) in connection with the preparation,
negotiation, execution and delivery of the Transaction Documents and business and legal due diligence of the Company, and shall
be paid directly to the Investor’s counsel on the Closing Date by wire transfer of immediately available funds. For the avoidance
of doubt, the Document Preparation Fee (and any portion thereof) shall be non-refundable when paid. The Company shall pay all transfer
agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the
Company, delivery of any legal opinion, and any conversion or exercise notice delivered by a Investor), stamp taxes and other taxes
and duties levied in connection with the delivery of any Securities to the Investor.


 


12.13      No
Variable Rate Transactions; No Frustration. For so long as the Note remains outstanding, neither the Company nor any of its
affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives,
will, without the prior written consent of the Investor (which consent may be withheld, delayed or conditioned in the Investor’s
sole discretion), effect, enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction
that would or would reasonably be expected to constitute or involve a Variable Rate Transaction. So long as the Investor or its
affiliates hold any Securities, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective
officers, employees, directors, agents or other representatives, will, without the prior written consent of the Investor (which
consent may be withheld, delayed or conditioned in the Investor’s sole discretion), effect, enter into, announce or recommend
to its stockholders any agreement, plan, arrangement or transaction that would or would reasonably be expected to restrict, delay,
conflict with or impair the ability or right of the Company to timely perform its obligations under this Agreement, the Note or
the Warrant, including, without limitation, the obligation of the Company to timely deliver shares of Common Stock to the Investor
or its affiliates in accordance with this Agreement, the Note or the Warrant.


 


12.14      Further
Transactions. The Company acknowledges that the Investor has made certain concessions on terms in this transaction to accommodate
the Company; however, the Company confirms its understanding that the Investor is not bound by these concessions in negotiating
any future agreements between the parties, should any such negotiations ever occur.


 


12.15      No
Integration. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting
on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require
the registration of the Securities under the 1933 Act or require stockholder approval under the rules and regulations of the Trading
Market and the Company will take all action that is appropriate or necessary to assure that its offerings of other securities will
not be integrated for purposes of the 1933 Act or the rules and regulations of the Trading Market, with the issuance of Securities
contemplated hereby.


 


13.         Additional
Defined Terms. In addition to the terms defined elsewhere in this Agreement, the Note or the Warrant the following terms have
the meanings set forth in this Section 13:


 


13.1        “1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 






    	20



    	 



    

 


13.2        Intentionally
omitted.


 


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


 


13.4        “Convertible
Securities” shall have the meaning as set forth in Section 13.16 below.


 


13.5        “Effective
Date” means the date that the Initial Registration Statement (as defined in the Registration Rights Agreement) filed
pursuant to the Registration Rights Agreement has been declared effective by the Commission.


 


13.6        Intentionally
Omitted.


 


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


 


13.8        “Market
Liquidity Event” means, as of any given Trading Day, such time as the composite aggregate dollar trading volume of
the Common Stock as reported on Bloomberg, L.P. for such given Trading Day exceeds 12,000 shares of Common Stock (as adjusted for
stock splits, stock dividends, recapitalizations and similar events).


 


13.9        “Material
Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction Document.


 


13.10       “Person” means any individual, partnership, firm, corporation, limited liability company, association,
trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under
Section 13(d)(3) of the Exchange Act. For all purposes of this Agreement, violations of the restrictions set forth in this Section
11 by any Subsidiary or affiliate of the Company, or any officer, employee, director, agent or other representative of the Company
or any of its Subsidiaries or affiliates shall be deemed a direct breach of this Section 11 by the Company.


 


13.11      “Registrable
Securities” shall have the meaning set forth in the Registration Rights Agreement.


 


13.12      “Short
Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the 1934
Act.


 


13.13      Subsidiary”
shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary
voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly
by the Company and/or any of its other Subsidiaries.


 






    	21



    	 



    

 


13.14      “Trading
Day” means any day on which the Common Stock is traded on the Trading Market, provided that “Trading
Day” shall not include any day on which the Common Stock is scheduled to trade on the Trading Market for less than
4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on the Trading Market (or
if the Trading Market does not designate in advance the closing time of trading on the Trading Market, then during the hour ending
at 4:00:00 p.m., New York City time) unless such day is otherwise designated as a Trading Day in writing by the Investor.


 


13.15      “Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading
on the date in question: the OTC Bulletin Board, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital
Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT, or the OTCQX Marketplace or the OTCQB Marketplace operated by OTC
Markets Group Inc. (or any successor to any of the foregoing).


 


13.16       “Variable
Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any convertible
securities convertible or exchangeable into Common Stock of the Company (“Convertible Securities”) either (A) at a
conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations
for the shares of Common Stock at any time after the initial issuance of such convertible securities, or (B) with a conversion,
exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market
for the Common Stock, including, without limitation, pursuant to any “weighted average” or “full-ratchet”
anti-dilution provision, or (ii) enters into any agreement (including, without limitation, an equity line of credit or an “at-the-market”
offering) whereby the Company or any Subsidiary may sell securities at a future determined price.


 


[SIGNATURES ON THE FOLLOWING
PAGE]


 




    	22



    	 



    


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 





	 	THE COMPANY
	 	 
	 	REALBIZ MEDIA GROUP, INC.
	 	 	 
	 	By:	/s/ William Kerby
	 	 	Name: William Kerby
	 	 	Title: CEO







 




    	 



    	 



    


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 





	 	THE INVESTOR:
	 	 
	 	HIMMIL INVESTMENTS, LTD. 
	 	 	 
	 	By:	/s/ Arthur C. Price
	 	 	Name: Arthur C. Price
	 	 	Title: Director