Exhibit
10.4


 





STOCK
PURCHASE AGREEMENT


 


This
STOCK PURCHASE AGREEMENT (this "Agreement") is made as of April 30, 2015, by and between DubLi, Inc.. a Nevada corporation
("DubLi" or "Company"), and each of the persons signatory hereto (each a "Buyer" and, collectively,
the "Buyers").


 


IN
CONSIDERATION of the premises and mutual covenants contained herein, Buyers and DubLi agree as follows:


 


1.        Purchase
of Stock. Each Buyer hereby agrees to purchase from DubLi, and DubLi hereby agrees to sell to Buyer the number of shares set
forth after its name on the signature page hereto of shares of Common Stock of DubLi (the "Stock"), at a price often
cents (US$.10) per share of Stock, and to concurrently deliver the purchase price set forth next to their name on the signature
line (payable in United States Dollars) to DubLi. Pursuant to this Agreement, the Company is selling a total of twenty million
(20,000,000) shares of Stock to the Buyers for total consideration of two million dollars (US$2,000,000)


 


2.        Representations
and Warranties of Buyers. Each Buyer represent and warrant to DubLi as follows:


 


2.1        Investment. The Stock is being acquired for investment for Buyer's own account, not as a nominee or agent, and not with a view to the
sale or distribution of all or any part thereof.




  


2.2        Not
Registered. Buyer understands that the Stock is not registered under the Securities Act of 1933 (the "Act") or under
any other applicable blue sky or state securities law, on the ground that the sale provided for in this Agreement and the issuance
of securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof and the regulations thereunder
and are exempt from qualification pursuant to comparable available exceptions in various states, and that DubLi's reliance on
such exemptions is predicated on Buyer's representations set forth herein.


 


2.3        Status. 
Each Buyer is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined
in Rule 501 of Regulation D), and each Buyer has such experience in business and financial matters that it is capable of evaluating
the merits and risks of an investment in the Stock. Each Buyer acknowledges that an investment in the Stock is speculative and
involves a high degree of risk. No Buyer is an officer, director or Affiliate (as that term is defined in Rule 405 of the Act)
of the Company.


 


2.4        Resale. Each Buyer represents that he or it (a) has liquid assets sufficient to assure that the purchase of the Stock will cause no
undue financial difficulties, (b) can afford the complete loss of his or its investment, and (c) can provide for current needs
and possible contingencies without the need to sell or dispose of the Stock.


 


2.5        Control. Buyers are aware that DubLi is controlled by Michael Hanson (the "Principal"), who owns over 50% of its voting control.


 




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2.6        Access
to Information. Each Buyer represents and warrants that he (a) is aware of the character, business acumen and general business
and financial circumstances of DubLi; (b) has the requisite knowledge and experience to assess the relative merits and risks of
a purchase of the Stock; (c) has received and has carefully read and evaluated copies of all documents relevant to the purchase
and sale contemplated hereby, including without limitation this Agreement and the documents filed by the Company with the SEC
pursuant to the Securities and Exchange Act of 1934 (the "34 Act"); and (d) has had full opportunity to ask questions
and receive answers concerning the transactions contemplated hereby and thereby, and concerning DubLi, its business and financial
condition.


 


2.7        Risk
Factors. Each Buyer has read and understands the Risk Factors which are included in the Company's most recent filings under
the 34 Act (including the Annual Report on Form 10-K filed on April 15, 2015), and hereby represents and warrants that in purchasing
the Stock, Buyers is solely and filly undertaking the risk of investment in the Stock.


 


2.8        Legends. Each
Stock certificate shall bear the following legends (unless DubLi receives an acceptable opinion of counsel that any such legend
is not required):


 


THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE
LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT AND APPLICABLE STATE LAWS, OR AN EXEMPTION FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS THEREOF.


 


2.9        Taxes. Each Buyer (a) understands that there may be tax consequences resulting from the purchase, ownership and/or sale of the Stock,
and (b) represents and warrants that (i) he or it has had a full opportunity to seek the advice of independent counsel respecting
this investment and the tax risks and implications thereof, (ii) he or it has not relied only upon such independent tax advice
and not upon any tax counsel from, or discussions with, DubLi or DubLi's representatives, and (iii) he or it has never been notified
by the Internal Revenue Service that Buyer is subject to 20% backup withholding.


 


2.10     
Acknowledgment of Concurrent Offering at Lower Price. Each Buyer acknowledges that they have been informed that the Company
is currently negotiating the private placement of shares of its Common Stock to other buyers and that the price being offered
to those buyers is approximately half of Buyer's purchase price for Stock in this Agreement.


 


3.        General
Provisions


 


3.1        Complete
Agreement; Modifications. This Agreement and any documents referred to herein or executed contemporaneously herewith constitute
the parties' entire agreement with respect to the subject matter hereof and supersede all prior or contemporaneous agreements,
representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter
hereof. This Agreement may not be amended, altered or modified except by a writing signed by the parties.




 




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3.2        Additional
Documents. Each party hereto agrees to execute any and all further documents and writings and to perform such other actions
which may be or become necessary or expedient to effectuate and carry out this Agreement.


 


3.3        Notices. Unless otherwise specifically permitted by this Agreement, all notices under this Agreement shall be in writing and shall
be delivered by personal service, telecopy, federal express or comparable overnight service, certified mail (if such service is
not available, then by first class mail), postage prepaid, or email to DubLi's corporate offices, and to the address of Buyers
as set forth on the signature page of this Agreement. Any notice sent by certified mail shall be deemed to have been given three
(3) days Mier the date on which it is mailed. All other notices shall be deemed given when received. No objection may be made
to the manner of delivery of any notice actually received in writing by an authorized agent of a party.


 


3.4        Disputes.


 


3.4.1        Governing
Law; Jurisdiction.  All questions with respect to the Agreement and the rights and liabilities of the parties will
be governed by the laws of the state of the Company's headquarters, regardless of the choice of law provisions of any other jurisdiction.
Any and all disputes between the parties which may arise pursuant to this Agreement not covered by arbitration will be heard and
determined before an appropriate federal or state court located within 25 miles of the Company's headquarters. The parties hereto
acknowledge that such court has the jurisdiction to interpret and enforce the provisions of this Agreement and the parties waive
any and all objections that they may have as to personal jurisdiction or venue in any of the above courts.


 


3.4.2        Arbitration
as Exclusive Remedy.  Except for actions seeking injunctive relief, which may be brought before any court having jurisdiction,
any claim arising out of or relating to (i) this Agreement, including without limitation its validity, interpretation, enforceability
or breach whether based on breach of covenant, breach of an implied covenant or intentional infliction of emotional distress or
other tort of contract theories, which are not settled by agreement between the parties, shall be settled by arbitration located
within 25 miles of the Company's headquarters before a single arbitrator in accordance with the American Arbitration Association
then in effect. The parties hereby (i) consent to the in personam jurisdiction of the Superior Court of the state of the Company's
headquarters for purposes of confirming any such award and entering judgment thereon and (ii) agree to use their best efforts
to keep all matters and relating to any arbitration hereunder confidential. Each party agrees that the arbitration provisions
of this Agreement are its exclusive remedy and expressly waives any right to seek redress in another forum. The fees of the arbitrator
shall be borne equally by each party.


 


3.4.3        Attorneys'
Fees.  In any dispute between the parties hereto or their representatives concerning any provision of this Agreement
or the rights and duties of any person or entity hereunder, the party or parties prevailing in such dispute shall be entitled,
in addition to such other relief as may be granted, to the reasonable attorneys' fees and court costs incurred by reason of such
litigation.


 




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3.5        Waivers
Strictly Construed. With regard to any power, remedy or right provided herein or otherwise available to any party hereunder
(i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party; and
(ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or
omission in exercise, or by any other indulgence.


 


3.6        Fees
and Expenses. Company and each Buyer agree to pay its own expenses incident to the performance of its obligations hereunder.


 


3.7        Brokerage. The Company on one hand and each Buyer on the other hand represents to the other that it has had no dealings in connection
with this transaction with any finder or broker who will demand payment of any fee or commission from the other.


 


3.8.       Use
of Proceeds. The primary use of proceeds is for working capital and repayment of outstanding advances from the Principal,
Company's largest shareholder.


 


3.9        US
Dollars.  All references to currency in this Agreement refer to United States dollars.


 


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3.10
     Counterparts. This Agreement may be executed simultaneously 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. Signature pages
received by pdf of facsimile shall be considered original signatures.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.


 


DubLi,
Inc.


 


	By:	 	
	 	Michael
Hansen, CEO	 



 


Buyers
(Name, Number of shares of Stock purchased, and Address of Buyer):


 


Rune
Evensen:        13.5 Million shares for US$ 1,350,000


35
Jurong East Avenue 1


Apt 08-06


Singapore
609774


 


	Signature:	/s/ Rune
Evensen	


 


David
Hong Chuan Goh:        6.5 Million shares for US$ 650,000


192
Depot Road


Apt
11-23


Singapore
109690


 





	Signature:	/s/ David Hong Chuan Goh	


 





 


 


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