New Media Insight Group, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





EQUITY PURCHASE AGREEMENT 

     This EQUITY PURCHASE AGREEMENT
(the “Agreement”), dated as of December 10, 2014 (the “Execution
Date”), is entered into by and between New Media Insight Group, Inc., a
Nevada corporation with its principal executive office at 28202 N. 58th Street,
Cave Creek, AZ 85331 (the “Company”), and Premier Venture Partners, LLC,
a California limited liability company (the “Investor”), with its
principal executive officers at 4221 Wilshire Blvd., Suite 355, Los Angeles, CA
90010. 

RECITALS 

     A.      The
parties desire that, upon the terms and subject to the conditions contained
herein, the Investor shall invest up to Two Million Dollars ($2,000,000) to
purchase the Company’s common stock par value $0.001 per share (the “Common
Stock”);

     B.      Such
investments will be made in reliance upon the exemption from securities
registration afforded by Section 4(2) of the Securities Act of 1933, as amended
(the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under
the 1933 Act, and/or upon such other exemption from the registration
requirements of the 1933 Act as may be available with respect to any or all of
the sales of shares of the Common Stock made hereunder; and 

     C.      Contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement substantially in the
form attached hereto as Exhibit A (the “Registration Rights
Agreement”) pursuant to which the Company has agreed to provide the Investor
certain rights to register shares of the Common Stock sold hereunder pursuant to
the 1933 Act, and the rules and regulations promulgated thereunder, and
applicable state securities laws. 

     NOW THEREFORE, in
consideration of the foregoing recitals, which shall be considered an integral
part of this Agreement, the covenants and agreements set forth hereafter, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Investor hereby agree as follows: 

SECTION 1 
DEFINITIONS 

     1.1      For
all purposes of and under this Agreement, the following terms shall have the
respective meanings below, and such meanings shall be equally applicable to the
singular and plural forms of such defined terms. 

“1933 Act” shall have the meaning set forth in the
recitals. 

“1934 Act” shall mean the Securities Exchange Act of
1934, as amended, or any similar federal statute, and the rules and regulations
of the SEC thereunder, all as the same will then be in effect. 

“Additional Commitment
Shares” shall mean the number of shares of Common Stock
representing 2.5% of $2,000,000) divided by the sum equal to the lowest of the
daily VWAPs of the Common Stock on the three Trading Days immediately preceding
the Effective Date multiplied by 70% and with such shares being duly authorized,
validly issued, fully paid and nonassessable and which, the Company has caused
its transfer agent to issue and deliver to the Investor not later than 4:00 p.m.
(New York City time) on the fifth Trading Day immediately following the
Effective Date. 

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“Affiliate” shall have the meaning set forth in
Section 5.7. 

“Agreement” shall have the meaning set forth in the
preamble. 

“Articles of Incorporation” shall have the meaning set
forth in Section 4.3. 

“By-laws” shall have the meaning set forth in Section
4.3. 

“Closing” shall have the meaning set forth in Section
2.4. 

“Closing Date” shall have the meaning set forth in
Section 2.4. 

“Common Stock” shall have the meaning set forth in the
recitals. 

“Commitment Shares” shall mean the Initial
Commitment Shares and the Additional Commitment Shares. 

“Control” or “Controls” shall have the meaning
set forth in Section 5.7. 

“Effective Date” shall mean the date the SEC declares
effective under the 1933 Act the Registration Statement covering the Securities.


“Environmental Laws” shall have the meaning set forth in
Section 4.13. 

“Execution Date” shall have the meaning set forth in the
preamble. 

“Indemnified Liabilities” shall have the meaning set
forth in Section 9. 

“Indemnitees” shall have the meaning set forth in
Section 9. 

“Indemnitor” shall have the meaning set forth in
Section 9. 

“Initial Commitment Shares”
shall mean the 71,429 shares of Common Stock and with such shares being
duly authorized, validly issued, fully paid and nonassessable and which,
concurrently with the execution and delivery of this Agreement on the Execution
Date, the Company has caused its transfer agent to issue and deliver to the
Investor not later than 4:00 p.m. (New York City time) on the Fifth Trading Day
immediately following the Execution Date. 

“Ineffective Period” shall mean any period of time that
the Registration Statement or any supplemental registration statement becomes
ineffective or unavailable for use for the sale or resale, as applicable, of any
or all of the Registrable Securities (as defined in the Registration Rights
Agreement) for any reason (or in the event the prospectus under either of the
above is not current and deliverable) during any time period required under the
Registration Rights Agreement. 

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“Investor” shall have the meaning set forth in the
preamble. 

“Material Adverse Effect” shall have the meaning set
forth in Section 4.1. 

“Maximum Common Stock Issuance” shall have the meaning
set forth in Section 2.6.

“Open Period” shall mean the period beginning on and
including the Tenth Trading Day after the Effective Date and ending on the
earlier to occur of (i) the date which is thirty-six (36) months from the
Effective Date; or (ii) termination of the Agreement in accordance with
Section 8. 

“Pricing Period” shall mean, with respect to a
particular Put Notice, the Five (5) Trading Days immediately after the
applicable Put Notice Date unless extended pursuant to Section 2.7. 

“Principal Market” shall mean the New York Stock
Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the OTCQB or the OTC Bulletin Board, whichever
is the principal market on which the Common Stock is listed. 

“Prospectus” shall mean the prospectus, preliminary
prospectus and supplemental prospectus used in connection with the Registration
Statement. 

“Purchase Amount” shall mean the total amount being paid
by the Investor on a particular Closing Date to purchase the Securities. 

“Purchase Price” shall have the meaning set forth in
Section 2.5. 

“Put” shall have the meaning set forth in Section
2.2. 

“Put Amount” shall have the meaning set forth in
Section 2.2. 

“Put Notice” shall mean a written notice sent to the
Investor by the Company stating the Put Amount in Shares that the Company
intends to sell to the Investor pursuant to the terms of the Agreement and
stating the current number of Shares issued and outstanding on such date. 

“Put Notice Date” shall mean the Trading Day on which
the Investor receives a Put Notice, determined as follows: a Put Notice shall be
deemed delivered on (a) the Trading Day it is received by facsimile or otherwise
by the Investor if such notice is received prior to 9:30 am Eastern Time, or (b)
the immediately succeeding Trading Day if it is received by facsimile or
otherwise after 9:30 am Eastern Time on a Trading Day. No Put Notice may be
deemed delivered on a day that is not a Trading Day. 

“Put Restriction” shall mean the days between the
beginning of the Pricing Period and Closing Date for a particular Put Notice.
During this time, the Company shall not be entitled to deliver another Put
Notice. 

“Registration Rights Agreement” shall have the meaning
set forth in the recitals. 

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“Registration Statement” means the registration
statement of the Company filed under the 1933 Act covering the resale of the
Securities issuable hereunder by the Investor, in the manner described in such
Registration Statement. 

“Related Party” shall have the meaning set forth in
Section 5.7. 

“Resolutions” shall have the meaning set forth in
Section 7.5. 

“SEC” shall mean the U.S. Securities and Exchange
Commission. 

“SEC Documents” shall have the meaning set forth in
Section 4.6. 

“Securities” shall mean the shares of Common
Stock issued pursuant to the terms of the Agreement. 

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

“Subsidiaries” shall have the meaning set forth in
Section 4.1. 

“Trading Day” shall mean any day on which the Principal
Market for the Common Stock is open for trading, from the hours of 9:30 am until
4:00 pm. 

“Transaction Documents” shall mean this Agreement and
the Registration Rights Agreement between the Company and the Investor as of the
date herewith, and any other agreements between the Company and the Investor
executed in conjunction with this transaction. 

“VWAP” means the volume weighted average price (the
aggregate sales price of all trades of Common Stock during a Trading Day divided
by the total number of shares of Common Stock traded during such Trading Day) of
the Common Stock during a Trading Day. 

SECTION 2 
PURCHASE AND SALE OF COMMON STOCK


     2.1      Purchase
and Sale Of Common Stock. Subject to the terms and conditions set forth
herein, the Company shall issue and sell to the Investor, and the Investor shall
purchase from the Company, up to that number of Shares having an aggregate
Purchase Price of Two Million Dollars ($2,000,000). 

     2.2      Delivery
of Put Notices. Subject to the terms and conditions of the Transaction
Documents, and from time to time during the Open Period, the Company may, in its
sole discretion, deliver a Put Notice to the Investor which states the number of
Shares that the Company intends to sell to the Investor on a Closing Date (the
“Put”). The Put Notice shall be in the form attached hereto as Exhibit
B and incorporated herein by reference. The maximum number of Shares that
the Company shall be entitled to Put to the Investor per any applicable Put
Notice (the “Put Amount”) shall not exceed the lesser of (i) 200% of the
average daily trading volume of Company’s common stock on the five Trading Days
prior to the date the Put Notice is received by Investor and (ii) 110% of the
highest Put Amount on any Put Notice delivered under this Agreement (however the
amount for the preceding Section 2.2(ii) shall never be less than 70,000 shares). Notwithstanding the preceding sentence, the Put
Amount cannot exceed 4.99% of the outstanding shares of the Company. During the
Open Period, the Company shall not be entitled to submit a Put Notice until
after the previous Closing has been completed.

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     2.3      Conditions
to Investor’s Obligation To Purchase Shares. Notwithstanding anything
to the contrary in this Agreement, the Company shall not be entitled to deliver
a Put Notice and the Investor shall not be obligated to purchase any Shares at a
Closing unless each of the following conditions are satisfied: 

          (a)      a
Registration Statement shall have been declared effective and shall remain
effective and available for the resale of all the Registrable Securities (as
defined in the Registration Rights Agreement) at all times until the Closing
with respect to the subject Put Notice; 

          (b)      at
all times during the period beginning on the related Put Notice Date and ending
on and including the related Closing Date, the Common Stock (i) shall have been
listed or quoted for trading on the Principal Market, (ii) shall not have been
suspended from trading thereon, and (iii) the Company shall not have been
notified of any pending or threatened proceeding or other action to suspend the
trading of the Common Stock; 

          (c)      the
Company has complied with its obligations and is otherwise not in breach of or
in default under, this Agreement, the Registration Rights Agreement or any other
agreement executed in connection herewith which has not been cured prior to
delivery of the Investor’s Put Notice Date; 

          (d)      no
injunction shall have been issued and remain in force, or action commenced by a
governmental authority which has not been stayed or abandoned, prohibiting the
purchase or the issuance of the Securities; and 

          (e)      the
issuance of the Securities will not violate any shareholder approval
requirements of the Principal Market.

If any of the events described in
  clauses (a) through (e) above occurs during a Pricing Period, then the Investor
  shall have no obligation to purchase the Put Amount of Common Stock set forth in
  the applicable Put Notice. 

     2.4      Mechanics
Of Purchase Of Shares By Investor. Subject to the satisfaction of the
conditions set forth in Sections 2.5, 7 and 8 of this Agreement, the closing of
the purchase by the Investor of Shares (a “Closing”) shall occur on the
date which is the sixth (6) Trading Day following the applicable Put Notice Date
(each a “Closing Date”). Upon each such Closing Date, the Company
shall use all commercially reasonable efforts to cause its transfer agent to
electronically transmit the Securities by crediting the account of the
Investor’s prime broker (as specified by the Investor within a time reasonably
in advance of the Investor’s notice) with DTC through its Deposit Withdrawal
Agent Commission (“DWAC”) system. Within one business day after receipt
of the Securities, the Investor shall deliver to the Company the Purchase Price
to be paid for such shares, determined as set forth in Section 2.5.
Notwithstanding the preceding sentence, to the extent that the Purchase Price
for any particular Put would exceed $100,000, then the amount over $100,000 may be paid by the Investor
within 20 Trading Days after Investor’s receipt of the Securities.

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     2.5      Purchase
Price. The Purchase Price for the Securities for each Put shall be the Put
Amount multiplied by seventy percent (70%) of the lowest individual daily VWAP
of the Common Stock during the Pricing Period less six hundred dollars ($600.00).

     2.6      Overall
limit on common stock issuable. Notwithstanding anything contained herein to
the contrary, if during the Open Period the Company becomes listed on an
exchange that limits the number of shares of Common Stock that may be issued
without shareholder approval, then the number of Shares issuable by the Company
and purchasable by the Investor, shall not exceed that number of the shares of
Common Stock that may be issuable without shareholder approval (the “Maximum
Common Stock Issuance”). If such issuance of shares of Common Stock could
cause a delisting on the Principal Market, then the Maximum Common Stock
Issuance shall first be approved by the Company’s shareholders in accordance
with applicable law and the By-laws and the Articles of Incorporation of the
Company, if such issuance of shares of Common Stock could cause a delisting on
the Principal Market. The parties understand and agree that the Company’s
failure to seek or obtain such shareholder approval shall in no way adversely
affect the validity and due authorization of the issuance and sale of Securities
or the Investor’s obligation in accordance with the terms and conditions hereof
to purchase a number of Shares in the aggregate up to the Maximum Common Stock
Issuance limitation, and that such approval pertains only to the applicability
of the Maximum Common Stock Issuance limitation provided in this Section
2.6. 

     2.7      Failure
to Deliver Shares. If after one Trading Day following any Closing Date, the
Company has failed to deliver any Securities pursuant to this Agreement (and
such failure is not caused by the Investor), then the Pricing Period for such
Put Notice shall be extended from the fifth Trading Day following a Put Notice
until the date which is the Trading Day immediately prior to the date which the
Securities are actually received by the Investor.

     2.8      Limitation
On Amount Of Ownership. Notwithstanding anything to the contrary in this
Agreement, in no event shall the Investor be entitled to purchase that number of
Shares, which when added to the sum of the number of shares of Common Stock
beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3
of the 1934 Act), by the Investor, would exceed 4.99% of the number of shares of
Common Stock outstanding on the Closing Date, as determined in accordance with
Rule 13d-1(j) of the 1934 Act. 

SECTION 3 
INVESTOR’S REPRESENTATIONS, WARRANTIES
AND COVENANTS 

The Investor represents and warrants to the Company, and
covenants, that: 

     3.1      Sophisticated
Investor. The Investor has, by reason of its business and financial
experience, such knowledge, sophistication and experience in financial and
business matters and in making investment decisions of this type that it is
capable of (i) evaluating the merits and risks of an investment in the
Securities and making an informed investment decision; (ii) protecting its own interest; and (iii) bearing the economic risk of such
investment for an indefinite period of time.

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     3.2      Authorization;
Enforcement. This Agreement has been duly and validly authorized, executed
and delivered on behalf of the Investor and is a valid and binding agreement of
the Investor enforceable against the Investor in accordance with its terms,
subject to enforceability to general principles of equity and to applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies. 

     3.3      Section
9 of the 1934 Act. During the term of this Agreement, the Investor will
comply with the provisions of Section 9 of the 1934 Act, and the rules
promulgated thereunder, with respect to transactions involving the Common Stock.
The Investor agrees not to sell the Company’s stock short, either directly or
indirectly through its affiliates, principals or advisors, during the term of
this Agreement. 

     3.4      Accredited
Investor. Investor is an “Accredited Investor” as that term is defined
in Rule 501(a) of Regulation D of the 1933 Act. 

     3.5      No
conflicts. The execution, delivery and performance of the Transaction
Documents by the Investor and the consummation by the Investor of the
transactions contemplated hereby and thereby will not result in a violation of
operating agreement or other organizational documents of the Investor. 

     3.6      Opportunity
to Discuss. The Investor has received all materials relating to the
Company’s business, finance and operations which it has requested. The Investor
has had an opportunity to discuss the business, management and financial affairs
of the Company with the Company’s management. 

     3.7     
Investment Purposes. The Investor is purchasing the Securities for its
own account for investment purposes and not with a view towards distribution and
agrees to resell or otherwise dispose of the Securities solely in accordance
with the registration provisions of the 1933 Act (or pursuant to an exemption
from such registration provisions). 

     3.8      No
Registration as a Dealer. The Investor is not and will not be required to be
registered as a “dealer” under the 1934 Act, either as a result of its execution
and performance of its obligations under this Agreement or otherwise. 

     3.9      Good
Standing. The Investor is a limited liability company, duly organized,
validly existing and in good standing in the State of California. 

     3.10     Tax
Liabilities. The Investor understands that it is liable for its own tax
liabilities. 

     3.11     Regulation
M. The Investor will comply with Regulation M under the 1934 Act, if
applicable. 

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     3.12     No
short sales. No short sales shall be permitted by the Investor or its
affiliates during the period commencing on the Execution Date and continuing
through the termination of this Agreement. 

SECTION 4 
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY 

     Except as set forth in the
Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the
Company represents and warrants to the Investor that: 

     4.1      Organization
and Qualification. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Nevada, and has the
requisite corporate power and authorization to own its properties and to carry
on its business as now being conducted. Both the Company and the companies it
owns or controls (“Subsidiaries”) are duly qualified to do business and
are in good standing in every jurisdiction in which its ownership of property or
the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing
would not have a Material Adverse Effect. As used in this Agreement,
“Material Adverse Effect ” means a change, event, circumstance, effect or
state of facts that has had or is reasonably likely to have, a material adverse
effect on the business, properties, assets, operations, results of operations,
financial condition or prospects of the Company and its Subsidiaries, if any,
taken as a whole, or on the transactions contemplated hereby or by the
agreements and instruments to be entered into in connection herewith, or on the
authority or ability of the Company to perform its obligations under the
Transaction Documents. 

     4.2      Authorization;
Enforcement; Compliance with Other Instruments. 

          (a)      The
Company has the requisite corporate power and authority to enter into and
perform this Investment Agreement and the Registration Rights Agreement
(collectively, the “Transaction Documents”), and to issue the Securities
in accordance with the terms hereof and thereof. 

          (b)      The
execution and delivery of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby,
including without limitation the issuance of the Securities pursuant to this
Agreement, have been duly and validly authorized by the Company’s Board of
Directors and no further consent or authorization is required by the Company and
its Board of Directors, and no further consent or authorization is currently
required by its shareholders. 

          (c)      The
Transaction Documents have been duly and validly executed and delivered by the
Company. 

          (d)      The
Transaction Documents constitute the valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, except
as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies. 

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     4.3      Capitalization.
As of the date hereof, the authorized capital stock of the Company consists of,
850,000,000 shares of the Common Stock, par value $0.001 per share, of which as
of the date hereof, there are at least 29,768,750 shares issued and outstanding.
All of such outstanding shares have been, or upon issuance will be, validly
issued and are fully paid and nonassessable. 

Except as disclosed in the Company’s publicly available filings
with the SEC or as otherwise set forth on Schedule 4.3: 

          (a)      no
shares of the Company’s capital stock are subject to preemptive rights or any
other similar rights or any liens or encumbrances suffered or permitted by the
Company; 

          (b)      there
are no outstanding debt securities; 

          (c)      there
are no outstanding shares of capital stock, options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of 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 shares of 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, any shares of capital stock of the Company or any of its
Subsidiaries; 

          (d)      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 the Registration Rights Agreement); 

          (e)     
there are no outstanding securities 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; 

          (f)     
there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities as described
in this Agreement; 

          (g)      the
Company does not have any stock appreciation rights or “phantom stock” plans or
agreements or any similar plan or agreement; and 

          (h)     
there is no dispute as to the classification of any shares of the Company’s
capital stock. 

The Company has furnished to the Investor, or the Investor has
had access through EDGAR to, true and correct copies of the Company’s Articles
of Incorporation, as in effect on the date hereof (the “Articles of
Incorporation”), and the Company’s By-laws, as in effect on the date hereof
(the “By-laws”), and the terms of all securities convertible into or
exercisable for Common Stock and the material rights of the holders thereof in
respect thereto. 

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     4.4      Issuance
of Shares. As of the Effective Date, the Company will have reserved the
amount of Shares included in the Registration Statement for issuance pursuant to
the Transaction Documents, which will have been duly authorized and reserved
(subject to adjustment pursuant to the Company’s covenant set forth in
Section 5.5 below) pursuant to this Agreement. Upon issuance in
accordance with this Agreement, the Securities will be validly issued, fully
paid for and non-assessable and free from all taxes, liens and charges with
respect to the issuance thereof. In the event the Company cannot reserve a
sufficient number of Shares for issuance pursuant to this Agreement, the Company
will use its best efforts to authorize and reserve for issuance the number of
Shares required for the Company to perform its obligations hereunder as soon as
reasonably practicable. 

     4.5      No
Conflicts. The execution, delivery and performance of the Transaction
Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby will not (i) result in a violation of the
Articles of Incorporation, any Certificate of Designations, Preferences and
Rights of any outstanding series of preferred stock of the Company or the
By-laws; or (ii) conflict with, or constitute a material default (or an event
which with notice or lapse of time or both would become a material default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, contract, indenture mortgage,
indebtedness or instrument to which the Company or any of its Subsidiaries is a
party, or to the Company’s knowledge result in a violation of any law, rule,
regulation, order, judgment or decree (including United States federal and state
securities laws and regulations and the rules and regulations of the Principal
Market or principal securities exchange or trading market on which the Common
Stock is traded or listed) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is
bound or affected. Neither the Company nor its Subsidiaries is in violation of
any term of, or in default under, the Articles of Incorporation, any Certificate
of Designations, Preferences and Rights of any outstanding series of preferred
stock of the Company or the Bylaws or their organizational charter or by-laws,
respectively, or any contract, agreement, mortgage, indebtedness, indenture,
instrument, judgment, decree or order or any statute, rule or regulation
applicable to the Company or its Subsidiaries, except for possible conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations
that would not individually or in the aggregate have or constitute a Material
Adverse Effect. The business of the Company and its Subsidiaries is not being
conducted, and shall not be conducted, in violation of any law, statute,
ordinance, rule, order or regulation of any governmental authority or agency,
regulatory or self-regulatory agency, or court, except for possible violations
the sanctions for which either individually or in the aggregate would not have a
Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the 1933 Act or any securities laws of any states, to the
Company’s knowledge, the Company is not required to obtain any consent,
authorization, permit or order of, or make any filing or registration (except
the filing of a registration statement as outlined in the Registration Rights
Agreement between the parties) with, any court, governmental authority or
agency, regulatory or self-regulatory agency or other third party in order for
it to execute, deliver or perform any of its obligations under, or contemplated
by, the Transaction Documents in accordance with the terms hereof or thereof.
All consents, authorizations, permits, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence have been
obtained or effected on or prior to the date hereof and are in full force and
effect as of the date hereof. The Company and its Subsidiaries are unaware of
any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will not be, in violation of
the listing requirements of the Principal Market as in effect on the date hereof
and on each of the Closing Dates and is not aware of any facts which would
reasonably lead to delisting of the Common Stock by the Principal Market in the
foreseeable future.

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     4.6      SEC
Documents; Financial Statements. As of the date hereof, the Company has
filed all reports, schedules, forms, statements and other documents required to
be filed by it with the SEC pursuant to the reporting requirements of the 1934
Act (all of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements and schedules thereto and documents
incorporated by reference therein, and amendments thereto, being hereinafter
referred to as the “SEC Documents”). The Company has delivered to the
Investor or its representatives, or they have had access through EDGAR to, true
and complete copies of the SEC Documents. As of their respective filing dates,
the SEC Documents complied in all material respects with the requirements of the
1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC or the time they were amended, if amended, contained any
untrue statement of a material fact or omitted 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. As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, by a firm that is a member of the
Public Companies Accounting Oversight Board (“PCAOB”) consistently
applied, during the periods involved (except (i) as may be otherwise indicated
in such financial statements or the notes thereto, or (ii) in the case of
unaudited interim statements, to the extent they may exclude footnotes or may be
condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). No other written
information provided by or on behalf of the Company to the Investor which is not
included in the SEC Documents, including, without limitation, information
referred to in Section 4.3 of this Agreement, contains any untrue
statement of a material fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstance under which they
are or were made, not misleading. Neither the Company nor any of its
Subsidiaries or any of their officers, directors, employees or agents have
provided the Investor with any material, nonpublic information which was not
publicly disclosed prior to the date hereof and any material, nonpublic
information provided to the Investor by the Company or its Subsidiaries or any
of their officers, directors, employees or agents prior to any Closing Date
shall be publicly disclosed by the Company prior to such Closing Date. 

     4.7     
Absence of Certain Changes. Except as otherwise set forth in the SEC
Documents, the Company does not intend to change the business operations of the
Company in any material way. The Company has not taken any steps, and does not
currently expect to take any steps, to seek protection pursuant to any
bankruptcy law nor does the Company or its Subsidiaries have any knowledge or
reason to believe that its creditors intend to initiate involuntary bankruptcy
proceedings. 

11 




     4.8      Absence
of litigation and/or Regulatory Proceedings. Except as set forth in the SEC
Documents, 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 executive officers of Company or any
of its Subsidiaries, threatened against or affecting the Company, the Common
Stock or any of the Company’s Subsidiaries or any of the Company’s or the
Company’s Subsidiaries’ officers or directors in their capacities as such, in
which an adverse decision could have a Material Adverse Effect. 

     4.9     
Acknowledgment Regarding Investor’s Purchase of Shares. The
Company acknowledges and agrees that the Investor is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents
and the transactions contemplated hereby and thereby. The Company further
acknowledges that the Investor is not acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated hereby and thereby and any advice
given by the Investor or any of its respective representatives or agents in
connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor’s purchase of the
Securities, and is not being relied on by the Company. The Company further
represents to the Investor that the Company’s decision to enter into the
Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives. 

     4.10     No
Undisclosed Events, Liabilities, Developments or Circumstances. Except as
set forth in the SEC Documents or required with respect to the Transaction
Documents, as of the date hereof, no event, liability, development or
circumstance has occurred or exists, or to the Company’s knowledge is
contemplated to occur, with respect to the Company or its Subsidiaries or their
respective business, properties, assets, prospects, operations or financial
condition, that would be required to be disclosed by the Company under
applicable securities laws on a registration statement filed with the SEC
relating to an issuance and sale by the Company of its Common Stock and which
has not been publicly announced. 

     4.11     Employee
Relations. Neither the Company nor any of its Subsidiaries is involved in
any union labor dispute nor, to the knowledge of the Company or any of its
Subsidiaries, is any such dispute threatened. Neither the Company nor any of its
Subsidiaries is a party to a collective bargaining agreement, and the Company
and its Subsidiaries believe that relations with their employees are good. No
executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the
Company that such officer intends to leave the Company’s employ or otherwise
terminate such officer’s employment with the Company. 

     4.12     Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate
rights or licenses to use all trademarks, trade names, service marks, service
mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and
rights necessary to conduct their respective businesses as now conducted. Except
as set forth in the SEC Documents, none of the Company’s trademarks, trade
names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, government authorizations,
trade secrets or other intellectual property rights necessary to conduct its
business as now or as proposed to be conducted have expired or terminated, or
are expected to expire or terminate within two (2) years from the date of this Agreement. The
Company and its Subsidiaries do not have any knowledge of any infringement by
the Company or its Subsidiaries of trademark, trade name rights, patents, patent
rights, copyrights, inventions, licenses, service names, service marks, service
mark registrations, trade secret or other similar rights of others, or of any
such development of similar or identical trade secrets or technical information
by others and, except as set forth in the SEC Documents, there is no claim,
action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company or its Subsidiaries regarding
trademark, trade name, patents, patent rights, invention, copyright, license,
service names, service marks, service mark registrations, trade secret or other
infringement; and the Company and its Subsidiaries are unaware of any facts or
circumstances which might give rise to any of the foregoing. The Company and its
Subsidiaries have taken commercially reasonable security measures to protect the
secrecy, confidentiality and value of all of their intellectual properties.

12 




     4.13     Environmental
Laws. The Company and its Subsidiaries (i) are, to the knowledge of the
management and directors of the Company and its Subsidiaries, in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”); (ii) have, to the knowledge of the management and
directors of the Company, received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective
businesses; and (iii) are in compliance, to the knowledge of the management and
directors of the Company, with all terms and conditions of any such permit,
license or approval where, in each of the three (3) foregoing cases, the failure
to so comply would have, individually or in the aggregate, a Material Adverse
Effect. 

     4.14     Title.
The Company and its Subsidiaries have good and marketable title to all personal
property owned by them which is material to the business of the Company and its
Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as are described in the SEC Documents or such as do not materially
affect the value of such property and do not interfere with the use made and
proposed to be made of such property by the Company or any of its Subsidiaries.
Any real property and facilities held under lease by the Company or any of its
Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Company and its
Subsidiaries. 

     4.15     Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
management of the Company reasonably believes to be prudent and customary in the
businesses in which the Company and its Subsidiaries are engaged. Neither the
Company nor any of its Subsidiaries has been refused any insurance coverage
sought or applied for and neither the Company nor its Subsidiaries has any
reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that
would not have a Material Adverse Effect. 

13 




     4.16     Regulatory
Permits. The Company and its Subsidiaries have in full force and effect all
certificates, approvals, authorizations and permits from the appropriate
federal, state, local or foreign regulatory authorities and comparable foreign
regulatory agencies, necessary to own, lease or operate their respective
properties and assets and conduct their respective businesses, and neither the
Company nor any such Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such certificate, approval,
authorization or permit, except for such certificates, approvals, authorizations
or permits which if not obtained, or such revocations or modifications which,
would not have a Material Adverse Effect. 

     4.17     Internal
Accounting Controls. Except as otherwise set forth in the SEC Documents, the
Company and each of its Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles by a firm
with membership to the PCAOB and to maintain asset accountability; (iii) access
to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. The Company’s management has determined that the
Company’s internal accounting controls were not effective as of the date of this
Agreement as further described in the SEC Documents. 

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

     4.19     Tax
Status. The Company and each of its Subsidiaries has made or filed all
United States federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books provision reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim. 

     4.20     Certain
Transactions. Except as set forth in the SEC Documents filed at least ten
(10) days prior to the date hereof and except for arm’s length transactions
pursuant to which the Company makes payments in the ordinary course of business
upon terms no less favorable than the Company could obtain from disinterested
third parties and other than the grant of stock options disclosed in the SEC
Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the
Company or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner, such that disclosure would be required in the SEC Documents.

14 




     4.21     Dilutive
Effect. The Company understands and acknowledges that the number of shares
of Common Stock issuable upon purchases pursuant to this Agreement will increase
in certain circumstances including, but not necessarily limited to, the
circumstance wherein the trading price of the Common Stock declines during the
period between the Effective Date and the end of the Open Period. The Company’s
executive officers and directors have studied and fully understand the nature of
the transactions contemplated by this Agreement and recognize that they have a
potential dilutive effect on the shareholders of the Company. The Board of
Directors of the Company has concluded, in its good faith business judgment, and
with full understanding of the implications, that such issuance is in the best
interests of the Company. The Company specifically acknowledges that, subject to
such limitations as are expressly set forth in the Transaction Documents, its
obligation to issue shares of Common Stock upon purchases pursuant to this
Agreement is absolute and unconditional regardless of the dilutive effect that
such issuance may have on the ownership interests of other shareholders of the
Company. 

     4.22     Lock-Up.
The Company shall cause its officers, insiders, directors, and affiliates or
other related parties under control of the Company, to refrain from selling
Common Stock during each Pricing Period. 

     4.23     No
general solicitation. Neither the Company, nor any of its affiliates, nor
any person acting on its behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D) in connection with
the offer or sale of the Common Stock to be offered as set forth in this
Agreement. 

     4.24     No
brokers, finders or financial advisory fees or commissions. No brokers,
finders or financial advisory fees or commissions will be payable by the
Company, its agents or Subsidiaries, with respect to the transactions
contemplated by this Agreement 

     4.25     FAST/
DWAC. The Company’s transfer agent is participating in The Depository Trust
Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program and the Securities are eligible for inclusion in the FAST program. 

SECTION 5
COVENANTS OF THE COMPANY 

     5.1      Best
efforts. The Company shall use all commercially reasonable efforts to timely
satisfy each of the conditions set forth in Section 7 of this
Agreement. 

     5.2      Reporting
status. Until one of the following occurs, the Company shall file all
reports required to be filed with the SEC pursuant to the 1934 Act, and the
Company shall not terminate its status, or take an action or fail to take any
action, which would terminate its status as a reporting company under the 1934
Act: (i) this Agreement terminates pursuant to Section 8 and the Investor
has the right to sell all of the Securities without restrictions pursuant to
Rule 144 promulgated under the 1933 Act, or such other exemption, or (ii) the
date on which the Investor has sold all the Securities and this Agreement has
been terminated pursuant to Section 8.

15 




     5.3      Use
of proceeds. The Company will use the proceeds from the sale of the Shares
(excluding amounts paid by the Company for fees as set forth in the Transaction
Documents) for general corporate and working capital purposes and acquisitions
or assets, businesses or operations or for other purposes that the Board of
Directors, in its good faith deem to be in the best interest of the Company.


     5.4      Financial
information. During the Open Period, the Company agrees to make available to
the Investor via EDGAR or other electronic means the following documents and
information on the forms set forth: (i) within five (5) Trading Days after the
filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its
Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any
Registration Statements or amendments filed pursuant to the 1933 Act; (ii)
copies of any notices and other information made available or given to the
shareholders of the Company generally, contemporaneously with the making
available or giving thereof to the shareholders; and (iii) within two (2)
calendar days of filing or delivery thereof, copies of all documents filed with,
and all correspondence sent to, the Principal Market, any securities exchange or
market, or the Financial Industry Regulatory Association, unless such
information is material nonpublic information. 

     5.5      Reservation
of Shares. The Company shall take all action necessary to, at all times,
have authorized and reserved the amount of Shares included in the Registration
Statement for issuance pursuant to the Transaction Documents. In the event that
the Company determines that it does not have a sufficient number of authorized
shares of Common Stock to reserve and keep available for issuance as described
in this Section 5.5, the Company shall use all commercially reasonable
efforts to increase the number of authorized shares of Common Stock by seeking
shareholder approval for the authorization of such additional shares.


     5.6      Listing.
The Company shall promptly secure and maintain the listing of all of the
Registrable Securities (as defined in the Registration Rights Agreement) on the
Principal Market and each other national securities exchange and automated
quotation system, if any, upon which shares of Common Stock are then listed
(subject to official notice of issuance) and shall maintain, such listing of all
Registrable Securities from time to time issuable under the terms of the
Transaction Documents. Neither the Company nor any of its Subsidiaries shall
take any action which would be reasonably expected to result in the delisting or
suspension of the Common Stock on the Principal Market (excluding suspensions of
not more than one (1) Trading Day resulting from business announcements by the
Company). The Company shall promptly provide to the Investor copies of any
notices it receives from the Principal Market regarding the continued
eligibility of the Common Stock for listing on such automated quotation system
or securities exchange. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 5.6. 

16 




     5.7     
Transactions with Affiliates. The Company shall not enter into, amend,
modify or supplement, or permit any Subsidiary to enter into, amend, modify or
supplement, any agreement, transaction, commitment or arrangement with any of
its or any Subsidiary’s officers, directors, persons who were officers or
directors at any time during the previous two (2) years, shareholders who
beneficially own 5% or more of the Common Stock, or Affiliates or with any
individual related by blood, marriage or adoption to any such individual or with
any entity in which any such entity or individual owns a 5% or more beneficial
interest (each a “Related Party”), except for (i) customary employment
arrangements and benefit programs on reasonable terms, (ii) any agreement,
transaction, commitment or arrangement on an arms-length basis on terms no less
favorable than terms which would have been obtainable from a disinterested third
party other than such Related Party, or (iii) any agreement, transaction,
commitment or arrangement which is approved by a majority of the disinterested
directors of the Company. For purposes hereof, any director who is also an
officer of the Company or any Subsidiary of the Company shall not be a
disinterested director with respect to any such agreement, transaction,
commitment or arrangement. “Affiliate” for purposes hereof means, with
respect to any person or entity, another person or entity that, directly or
indirectly, (i) has a 5% or more equity interest in that person or entity, (ii)
has 5% or more common ownership with that person or entity, (iii) controls that
person or entity, or (iv) is under common control with that person or entity.
“Control” or “Controls” for purposes hereof means that a person or
entity has the power, directly or indirectly, to conduct or govern the policies
of another person or entity. 

     5.8      Filing
of form 8-K. On or before the date which is four (4) Trading Days after the
Execution Date, the Company shall file a Current Report on Form 8-K with the SEC
describing the terms of the transaction contemplated by the Transaction
Documents in the form required by the 1934 Act, if such filing is required.


     5.9     
Corporate existence. The Company shall use all commercially reasonable
efforts to preserve and continue the corporate existence of the Company.


     5.10    Notice
of Certain Events Affecting Registration; Suspension of Right To Make a Put.
The Company shall promptly notify the Investor upon the occurrence of any of the
following events in respect of a Registration Statement or related prospectus in
respect of an offering of the Securities: (i) receipt of any request for
additional information by the SEC or any other federal or state governmental
authority during the period of effectiveness of the Registration Statement for
amendments or supplements to the Registration Statement or related prospectus;
(ii) the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of any Registration
Statement or the initiation of any proceedings for that purpose; (iii) receipt
of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Securities for sale in any
jurisdiction or the initiation or notice of any proceeding for such purpose;
(iv) the happening of any event that makes any statement made in such
Registration Statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registrable Securities from time
to time issuable under the terms of the Transaction Documents. Neither the
Company nor any of its Subsidiaries shall take any action which would be
reasonably expected to result in the delisting or suspension of the Common Stock
on the Principal Market (excluding suspensions of not more than one (1) Trading
Day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies of any
notices it receives from the Principal Market regarding the continued
eligibility of the Common Stock for listing on such automated quotation system
or securities exchange. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 5.10.

17 




     5.11     Transfer
Agent, Prime Broker. Upon the Effective Date, and for so long as the
Registration Statement is effective, the Company shall deliver instructions to
its transfer agent to issue shares to the Investor that are covered for resale
by the Registration Statement, and the Company shall ensure that upon delivery
to the transfer agent of evidence of the sale of any such Shares in accordance
with the Plan of Distribution section of the then current prospectus relating to
such Registration Statement, such Shares shall be issued to the purchaser
electronically or if in certificate form, free of restrictive legends in
accordance with Section 3.11 of the Registration Rights Agreement. In addition,
upon the Effective Date and upon any Put Notice Date, Company’s legal counsel
shall, at Investor’s request, provide an opinion letter addressed to the
Company’s transfer agent and any Prime Broker of Investor’s choosing, opining as
to the availability of the sale of such Shares covered by the Registration
Statement by Investor. 

     5.12     Acknowledgement
of terms. The Company hereby represents and warrants to the Investor that:
(i) it is voluntarily entering into this Agreement of its own freewill, (ii) it
is not entering this Agreement under economic duress, (iii) the terms of this
Agreement are reasonable and fair to the Company, and (iv) the Company has had
independent legal counsel of its own choosing review this Agreement, advise the
Company with respect to this Agreement, and represent the Company in connection
with this Agreement. 

SECTION 6 
CONDITIONS OF THE COMPANY’S OBLIGATION
TO SELL 

The obligation hereunder of the Company to issue and sell the
Securities to the Investor is further subject to the satisfaction, at or before
each Closing Date, of each of the following conditions set forth below. These
conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion. 

     6.1     
The Investor shall have executed this Agreement and the Registration Rights
Agreement and delivered the same to the Company. 

     6.2      No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the consummation of any of
the transactions contemplated by this Agreement. 

SECTION 7 
FURTHER CONDITIONS OF THE INVESTOR’S
OBLIGATION TO PURCHASE 

The obligation of the Investor hereunder to purchase Securities
is subject to the satisfaction, on or before each Closing Date, of each of the
following conditions set forth below. 

     7.1      The
Company shall have executed the Transaction Documents and delivered the same to
the Investor. 

18 




     7.2      The
Common Stock shall be authorized for quotation on the Principal Market and
trading in the Common Stock shall not have been suspended by the Principal
Market or the SEC, at any time beginning on the date hereof and through and
including the respective Closing Date (excluding suspensions of not more than
one (1) Trading Day resulting from business announcements by the Company,
provided that such suspensions occur prior to the Company’s delivery of the Put
Notice related to such Closing). 

     7.3      The
representations and warranties of the Company shall be true and correct as of
the date when made and as of the applicable Closing Date as though made at that
time and the Company shall have performed, satisfied and complied with the
covenants, agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company on or before such Closing
Date. The Investor may request an update as of such Closing Date regarding the
representation contained in Section 4.3. 

     7.4      The
Company shall have executed and delivered to the Investor the Securities being
purchased by the Investor at each Closing. 

     7.5      The
Board of Directors of the Company shall have adopted resolutions consistent with
Section 4.2(b) (the “Resolutions”) and such Resolutions shall not
have been amended or rescinded prior to such Closing Date. 

     7.6     
No statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any court or
governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement. 

     7.7      The
Registration Statement shall be effective on each Closing Date and no stop order
suspending the effectiveness of the Registration statement shall be in effect or
to the Company’s knowledge shall be pending or threatened. Furthermore, on each
Closing Date (i) neither the Company nor the Investor shall have received notice
that the SEC has issued or intends to issue a stop order with respect to such
Registration Statement or that the SEC otherwise has suspended or withdrawn the
effectiveness of such Registration Statement, either temporarily or permanently,
or intends or has threatened to do so (unless the SEC’s concerns have been
addressed), and (ii) no other suspension of the use or withdrawal of the
effectiveness of such Registration Statement or related prospectus shall exist.


     7.8      At
the time of each Closing, the Registration Statement (including information or
documents incorporated by reference therein) and any amendments or supplements
thereto shall 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 not misleading or which would require public disclosure or an
update supplement to the prospectus. 

     7.9     
If applicable, the shareholders of the Company shall have approved the issuance
of any Shares in excess of the Maximum Common Stock Issuance in accordance with
Section 2.6 or the Company shall have obtained appropriate
approval pursuant to the requirements of Nevada law and the Company’s Articles
of Incorporation and By-laws. 

19 




     7.10     The
conditions to such Closing set forth in Section 2.3 shall have been
satisfied on or before such Closing Date. 

     7.11     The
Company shall have certified to the Investor the number of Shares of Common
Stock outstanding when a Put Notice is given to the Investor. The Company’s
delivery of a Put Notice to the Investor constitutes the Company’s certification
of the existence of the necessary number of shares of Common Stock reserved for
issuance. 

SECTION 8 
TERMINATION 

     8.1      This
Agreement shall terminate upon any of the following events: 

          (a)      when
the Investor has purchased an aggregate of Two Million Dollars ($2,000,000) in
the Common Stock of the Company pursuant to this Agreement; 

          (b)      on
the date which is thirty-six (36) months after the Effective Date; 

          (c)     
if at any time after the Effective Date, the Registration Statement is no longer
in effect; 

          (d)     
the trading of the Common Stock is suspended by the SEC, the Principal Market or
FINRA for a period of two (2) consecutive Trading Days during the Open Period;
or, 

          (e)     
the Common Stock ceases to be registered under the 1934 Act or listed or traded
on the Principal Market or the Registration Statement is no longer effective
(except as permitted hereunder).. Immediately upon the occurrence of one of the
above-described events, the Company shall send written notice of such event to
the Investor. 

     8.2      Any
and all shares, or penalties, if any, due under this Agreement shall be
immediately payable and due upon termination of this Agreement. 

SECTION 9 
INDEMNIFICATION 

     In consideration of the parties
mutual obligations set forth in the Transaction Documents, each of the parties
(in such capacity, an “Indemnitor”) shall defend, protect, indemnify and
hold harmless the other and all of the other party’s shareholders, officers,
directors, employees, counsel, and direct or indirect investors and any of the
foregoing person’s 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 reasonable 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 (i) any
misrepresentation or breach of any representation or warranty made by the
Indemnitor or any other certificate, instrument or document contemplated hereby
or thereby; (ii) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Transaction
Documents or any other certificate, instrument or document contemplated hereby
or thereby; or (iii) any cause of action, suit or claim brought or made against
such Indemnitee by a third party and arising out of or resulting from the
execution, delivery, performance or enforcement of the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
except insofar as any such misrepresentation, breach or any untrue statement,
alleged untrue statement, omission or alleged omission is made in reliance upon
and in conformity with information furnished to Indemnitor which is specifically
intended for use in the preparation of any such Registration Statement,
preliminary prospectus, prospectus or amendments to the prospectus. To the
extent that the foregoing undertaking by the Indemnitor may be unenforceable for
any reason, the Indemnitor shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law. The indemnity provisions contained herein shall be in
addition to any cause of action or similar rights Indemnitor may have, and any
liabilities the Indemnitor or the Indemnitees may be subject to.

20 




SECTION 10 
MISCELLANEOUS 

     10.1     
Fees. Except as otherwise set forth below or elsewhere in the Transaction
Documents (including but not limited to Section 5 of the Registration Rights
Agreement), each party shall pay the fees and expenses of its advisers, the
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. Any attorneys’ fees and expenses incurred by
either the Company or the Investor in connection with the preparation,
negotiation, execution and delivery of any amendments to this Agreement or
relating to the enforcement of the rights of any party, after the occurrence of
any breach of the terms of this Agreement by another party or any default by
another party in respect of the transactions contemplated hereunder, shall be
paid on demand by the party which breached the Agreement and/or defaulted, as
the case may be. The Company shall pay all stamp and other taxes and duties
levied in connection with the issuance of any Securities. 

          (a)      Initial
Commitment Shares. In consideration for the Investor’s execution and
delivery of this Agreement, concurrently with the execution and delivery of this
Agreement on the Execution Date, the Company shall deliver irrevocable
instructions to its transfer agent to issue to the Investor, not later than 4:00
p.m. (New York City time) on the fifth Trading Day immediately following the
Execution Date, a certificate representing the Initial Commitment Shares in the
name of the Investor or its designee (in which case such designee name shall
have been provided to the Company prior to the Execution Date). Such certificate
shall be delivered to the Investor by overnight courier at its address set forth
in Section 10.7 hereof. For the avoidance of all doubt, all of the Initial
Commitment Shares shall be fully earned as of the Execution Date, regardless of
whether the Company is successful in getting the Registration Statement declared
effective by the SEC or whether any Put Notices are issued by the Company or
settled hereunder. Upon issuance, the Initial Commitment Shares shall
constitute “restricted securities” as such term is defined in Rule 144(a)(3)
under the Securities Act and, subject to the provisions of subsection (d) of
this Section 10.1, the certificates representing the Initial Commitment Shares
shall bear the restrictive legend set forth below in subsection (c) of this
Section 10.2. The Initial Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement
in accordance with the terms of the Registration Rights Agreement. The Company
shall deliver a copy of the Company’s issuance resolution authorizing the
issuance of the Initial Commitment Shares to the Investor contemporaneously with
issuance of the Initial Commitment Shares.

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          (b)      Additional
Commitment Shares. Upon the Effective Date, the Company shall deliver
irrevocable instructions to its transfer agent to issue to the Investor not
later than 4:00 p.m. (New York City time) on the fifth Trading Day immediately
following the Effective Date, a certificate representing the Additional
Commitment Shares in the name of the Investor or its designee (in which case
such designee name shall have been provided to the Company prior to the
Effective Date). Such certificate shall be delivered to the Investor by
overnight courier at its address set forth in Section 10.7 hereof. For the
avoidance of doubt, all of the Additional Commitment Shares shall be fully
earned as of the date required for delivery above, regardless of whether any Put
Notices are issued by the Company or settled hereunder. Upon issuance, the
Additional Commitment Shares shall constitute “restricted securities” as such
term is defined in Rule 144(a)(3) under the Securities Act and shall bear the
restrictive legend set forth below in subsection (c) of this Section 10.2. The
Additional Commitment Shares shall not constitute Registrable Securities
and shall not be included in the Registration Statement in accordance
with the terms of the Registration Rights Agreement. The Company shall deliver a
copy of the Company’s issuance resolution authorizing the issuance of the
Additional Commitment Shares to the Investor contemporaneously with issuance of
the Additional Commitment Shares. 

          (c)      Legends.
The certificate(s) representing the Commitment Shares, except as set forth
below, shall bear a restrictive legend in substantially the following form: 


	
      THE OFFER AND SALE OF 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 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. 



















          (d)      Removal
of Legend. From and after the Effective Date, the Company shall, no later
than two Trading Days following the delivery by the Investor to the Company or
the Company’s transfer agent (with notice to the Company) of a legended
certificate representing the Initial Commitment Shares (endorsed or with stock
powers attached, signatures guaranteed, and otherwise in form necessary to
affect the reissuance and/or transfer, if applicable), as directed by the Investor, either: (A) issue and deliver (or
cause to be issued and delivered) to the Investor a certificate representing
such Commitment Shares that is free from all restrictive and other legends or
(B) cause the Company’s 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 Initial
Commitment Shares represented by the certificate so delivered by the Investor
(the date by which such certificate is required to be delivered to the Investor
or such credit is so required to be made to the account of the Investor or its
designee at DTC pursuant to the foregoing is referred to herein as the
“Required Delivery Date”). If the Company fails on or prior to the
Required Delivery Date to either (i) issue and deliver (or cause to be issued
and delivered) to the Investor a certificate representing the Commitment Shares
that is free from all restrictive and other legends or (ii) cause the Company’s
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 Commitment Shares represented by
the certificate delivered by the Investor pursuant hereto, then, in addition to
all other remedies available to the Investor, the Company shall not be able to
issue a Put Notice to Investor. In addition, to the extent applicable or
necessary, the Company shall cooperate with Investor to provide, at Company’s
expense, any legal opinions required to sell any Commitment Shares pursuant to
Rule 144 under the 1933 Act.

22 




     10.2      Law
governing this agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of California without regard to
principles of conflicts of laws. Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of California or in the federal courts located
in Los Angeles County, California. The parties to this Agreement hereby
irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non conveniens. The parties
executing this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the in personam
jurisdiction of such courts and hereby irrevocably waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this
Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Documents 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. 

     10.3      Counterparts.
This Agreement may be executed in any number of counterparts and by the
different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. This Agreement
may be executed by facsimile transmission, PDF, electronic signature or other
similar electronic means with the same force and effect as if such signature
page were an original thereof.


23 




     10.4      Headings;
Singular/Plural. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and masculine shall include the feminine. 

     10.5      Severability.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction. 

     10.6      Entire
agreement; amendments. This Agreement is the final agreement between the
Company and the Investor with respect to the terms and conditions set forth
herein, and, the terms of this Agreement may not be contradicted by evidence of
prior, contemporaneous, or subsequent oral agreements of the Parties. 

     10.7      Notices.
Any notices or other communications required or permitted to be given under the
terms of this Agreement must be in writing and will be deemed to have been
delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by electronic mail (provided confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (iii) one
(1) business day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be: 

	If to the Company: 
	  
	New Media Insight Group, Inc. 
	Attn: Michael Palethorpe 
	28202 N. 58th Street 
	Cave Creek, AZ 85331 
	  
	If to the Investor: 
	  
	Premier Venture Partners, LLC 
	4221 Wilshire Blvd., Suite 355 
	Los Angeles, CA 90010 
	Fax: (323) 315-2273 


Each party shall provide five (5) days prior written notice to
the other party of any change in address or facsimile number. 

     10.8      No
assignment. This Agreement may not be assigned. 

24 




     10.9      No
third party beneficiaries. This Agreement is intended for the benefit of the
parties hereto and is not for the benefit of, nor may any provision hereof be
enforced by, any other person, except that the Company acknowledges that the
rights of the Investor may be enforced by its general partner. 

     10.10     Survival.
The representations and warranties of the Company and the Investor contained in
Sections 3 and 4, the agreements and covenants set forth in Sections 5 and 6,
and the indemnification provisions set forth in Section 9, shall survive
each of the Closings and the termination of this Agreement. 

     10.11     Publicity.
The Company and the Investor shall consult with each other in issuing any press
releases or otherwise making public statements with respect to the transactions
contemplated hereby and no party shall issue any such press release or otherwise
make any such public statement without the prior consent of the other party,
which consent shall not be unreasonably withheld or delayed, except that no
prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice
of such public statement. The Investor acknowledges that this Agreement and all
or part of the Transaction Documents may be deemed to be “material contracts” as
that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company
may therefore be required to file such documents as exhibits to reports or
registration statements filed under the 1933 Act or the 1934 Act. The Investor
further agrees that the status of such documents and materials as material
contracts shall be determined solely by the Company, in consultation with its
counsel. 

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

     10.13     No
strict construction. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party, as the parties
mutually agree that each has had a full and fair opportunity to review this
Agreement and seek the advice of counsel on it. 

     10.14     Remedies.
The Investor shall have all rights and remedies set forth in this Agreement and
the Registration Rights Agreement and all rights and remedies which such holders
have been granted at any time under any other agreement or contract and all of
the rights which the Investor has by law. Any person having any rights under any
provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by
reason of any default or breach of any provision of this Agreement, including
the recovery of reasonable attorneys fees and costs, and to exercise all other
rights granted by law. 

     10.15     Payment
set aside. To the extent that the Company makes a payment or payments to the
Investor hereunder or under the Registration Rights Agreement or the Investor
enforces or exercises its rights hereunder or thereunder, and such payment or
payments or the proceeds of such enforcement or exercise or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside, recovered from, disgorged by or are required to be refunded, repaid or
otherwise restored to the Company, a trustee, receiver or any other person under
any law (including, without limitation, any bankruptcy law, state or federal
law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had
not been made or such enforcement or setoff had not occurred.

25 




     10.16     Pricing
of common stock. For purposes of this Agreement, the VWAP of the Common
Stock shall be as reported on Bloomberg, L.P., Quotestream, or other applicable
service. 

SECTION 11 
NON-DISCLOSURE OF NON-PUBLIC
INFORMATION 

     The Company shall not disclose
non-public information to the Investor, its advisors, or its representatives.


     Nothing in the Transaction
Documents shall require or be deemed to require the Company to disclose
non-public information to the Investor or its advisors or representatives, and
the Company represents that it does not disseminate non-public information to
any investors who purchase stock in the Company in a public offering, to money
managers or to securities analysts, provided, however, that notwithstanding
anything herein to the contrary, the Company will, as hereinabove provided,
immediately notify the advisors and representatives of the Investor and, if any,
underwriters, of any event or the existence of any circumstance (without any
obligation to disclose the specific event or circumstance) of which it becomes
aware, constituting non-public information (whether or not requested of the
Company specifically or generally during the course of due diligence by such
persons or entities), which, if not disclosed in the prospectus included in the
Registration Statement would cause such prospectus to include a material
misstatement or to omit a material fact required to be stated therein in order
to make the statements, therein, in light of the circumstances in which they
were made, not misleading. In addition, neither the Company or any of its
Subsidiaries, nor any of their respective directors, officers, employees or
agents shall disclose any material non-public information about the Company to
the Investor, unless a simultaneous public announcement thereof is made by the
Company in the manner contemplated by Regulation FD. In the event of a breach of
the foregoing covenant by the Company or any of its Subsidiaries, or any of
their respective directors, officers, employees and agents (as determined in the
reasonable good faith judgment of the Investor), (i) the Investor shall promptly
provide written notice of such breach to the Company and (ii) after such notice
has been provided to the Company and in addition to any other remedy provided
herein or in the other Transaction Documents, the Investor shall have the right
to make a public disclosure, in the form of a press release, public
advertisement or otherwise, of such material, non-public information without the
prior approval by the Company, any of its Subsidiaries, or any of their
respective directors, officers, employees or agents; provided that the Company
shall have failed to publicly disclose such material, non-public information
within 24 hours following such demand by the Investor. The Investor shall not
have any liability to the Company, any of its Subsidiaries, or any
of their respective directors, officers, employees, stockholders or agents, for
any such disclosure.

26 




SECTION 12 
ACKNOWLEDGEMENTS OF THE PARTIES


     Notwithstanding anything in this
Agreement to the contrary, the parties hereto hereby acknowledge and agree to
the following: (i) the Investor makes no representations or covenants that it
will not engage in trading in the securities of the Company, other than the
Investor will not short the Common Stock at any time during the Open Period;
(ii) the Company shall comply with its obligations under Section 5.8 in a timely
manner; (iii) the Company has not and shall not provide material non-public
information to the Investor unless prior thereto the Investor shall have
executed a written agreement regarding the confidentiality and use of such
information; and (iv) the Company understands and confirms that the Investor
will be relying on the acknowledgements set forth in clauses (i) through (iii)
above if the Investor effects any transactions in the securities of the Company.


(Signature page immediately follows) 

27 




     IN WITNESS WHEREOF, the parties have caused this Equity Purchase Agreement to
be duly executed by their respective authorized representatives as of the Execution Date.

	“COMPANY”:	“INVESTOR”:
	 	 
	New Media Insight Group, Inc.,	Premier Venture Partners, LLC,
	a Nevada corporation	a California limited liability company
	 	 
	By: /s/ Michael Palethorpe	By: /s/ Jeffrey Maller
	 	 
	Name: Michael Palethorpe	Name: Jeffrey Maller
	 	 
	Title: CEO	Title: Manager


28








LIST OF EXHIBITS 

	Exhibit A 	Registration Rights Agreement 
	 	 
	Exhibit B 	Put Notice 


29 




EXHIBIT A 

REGISTRATION RIGHTS AGREEMENT 

(Attached) 

30 




EXHIBIT B 

FORM OF PUT NOTICE 

Date: ___________

Premier Venture Partners, LLC 
4221 Wilshire Blvd., Suite
355 
Los Angeles, CA 90010 

RE: Put Notice Number __ 

Dear Mr.__________, 

This is to inform you that as of today, New Media Insight
Group, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its
right pursuant to the Investment Agreement to require Premier Venture Partners,
LLC to purchase shares of its common stock. The Company hereby certifies that:


The amount of Common Shares to be purchased: _____________.


The current number of shares of common stock issued and
outstanding is: _________________. 

The number of shares currently available for issuance on the
S-1 is: _____________________. 

Regards, 

New Media Insight Group, Inc. 

By:     
 ________________________

Name: ________________________

Title:   ________________________


31