Common use of Purchase and Sale of the Units Clause in Contracts

Purchase and Sale of the Units. (a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, a number of Units at a price equal to $0.05 per Unit (the “Purchase Price”) and for the aggregate subscription amount set forth on the signature page hereto. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a share certificate and a warrant evidencing the applicable number of Shares and Warrant Shares subscribed for against payment in U.S. Dollars of the Purchase Price (as defined below). (b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price (the “Purchase Price”) set forth on the signature page hereof required to purchase the Units subscribed for hereunder which amount has been paid in U.S. Dollars by cash, wire transfer or check, subject to collection, to the order of “Indeglia & Xxxxxx LLP Attorney Client Trust Fund as Escrow Agent for RealBiz Media Group, Inc.” (c) Subscriber understands and acknowledges that this subscription is part of a proposed placement by the Company of a minimum of $456,000 (or such greater amount as is required to repay the Company’s June 16, 2015 convertible $500,000 promissory note issued to Himmil Investments Ltd. (the “Himmil Note”) in full) and a maximum of $950,000 of Units, which offering is being made on a “best efforts” basis (the “Offering”). During the Offering Period, funds will be held in an escrow account established by the Company and released at the discretion of the Company from time to time. If a subscription is not accepted, whether in whole or in part, the subscription funds held therein will be returned to the investor without interest or deduction.

Purchase and Sale of the Units. (a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, a number of Units at a price equal to $0.05 per Unit (the “Purchase Unit Price”) and for the aggregate subscription amount set forth on the signature page hereto. The form of Warrant is attached as Section D hereto. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a share certificate and a warrant certificate evidencing the applicable number of Shares and Warrant Shares Warrants subscribed for against payment in U.S. Dollars of the Purchase Price (as defined below). (b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price (the “Purchase Price”) set forth on the signature page hereof required to purchase the Units subscribed for hereunder which amount has been paid in U.S. Dollars by cash, wire transfer transfer, check, or checkcancellation of indebtedness, subject to collection, to the order of “Indeglia & Xxxxxx LLP Attorney Client Trust Fund as Escrow Agent for RealBiz Media GroupEastside Distilling, Inc.” (c) Subscriber understands and acknowledges that this subscription is part of a proposed placement by the Company of a minimum up to $1,500,000 of $456,000 Units (or such greater amount as is required to repay the Company’s June 16, 2015 convertible $500,000 promissory note issued to Himmil Investments Ltd. (the “Himmil Note”) in full) and a maximum of $950,000 of 30,000,000 Units), which offering is being made on a “best efforts” basis (the “Offering”). During the Offering Period, funds will be held in an escrow account established by the Company and released at the discretion of the Company from time to time. If a subscription is not accepted, whether in whole or in part, the subscription funds held therein will be returned to the investor without interest or deduction.

Purchase and Sale of the Units. (a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, a number of Units at a price equal to $0.05 1,000 per Unit (the “Purchase Unit Price”) and for the aggregate subscription amount set forth on the signature page hereto. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a share certificate and a warrant certificate evidencing the applicable number of Shares and Warrant Shares Warrants subscribed for against payment in U.S. Dollars of the Purchase Price (as defined below). (b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price (the “Purchase Price”) set forth on the signature page hereof required to purchase the Units subscribed for hereunder which amount has been paid in U.S. Dollars by cash, wire transfer or check, subject to collection, to the order of “Indeglia & Xxxxxx LLP Attorney Client Trust Fund as Escrow Agent for RealBiz Media GroupHII Technologies, Inc.” (c) Subscriber understands and acknowledges that this subscription is part of a proposed placement offering by the Company of a minimum up to $3,000,000 of $456,000 (or such greater amount as is required to repay the Company’s June 16, 2015 convertible $500,000 promissory note issued to Himmil Investments Ltd. (the “Himmil Note”) in full) and a maximum of $950,000 of Units, which offering is being made on a “best efforts” basis Units (the “Offering”). During the Offering Period, funds will be held in an escrow account established by the Company and released at the discretion of the Company from time to time. If a subscription is not accepted, whether in whole or in part, the subscription funds held therein will be returned to the investor without interest or deduction.

Purchase and Sale of the Units. (a) The Company hereby agrees Each Purchaser has executed and delivered to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, and the Company has accepted, a Subscription Agreement and Power of Attorney (the "Subscription Agreement") pursuant to which such Purchaser has subscribed for the purchase of a number of Units at a price shares of Preferred and Warrants in the amounts set forth opposite such Purchaser's name in Schedule I hereto. An amount equal to $0.05 per Unit (one-half of the “Purchase Price”) and for purchase price has been paid in to the aggregate subscription amount set forth on Company by the signature page hereto. Upon Purchasers upon the acceptance of the Subscription Agreement. Subject to the terms and conditions of this Agreement and the Subscription Agreement by the CompanyAgreement, the Company shall issue and deliver sell to Subscriber a share certificate the Purchasers and a warrant evidencing each Purchaser shall purchase from the applicable number of Shares and Warrant Shares subscribed for against payment in U.S. Dollars of Company, at the Purchase Price Closing (as defined below), the number of Units specified opposite the Purchaser's name in Schedule I hereof (the "Purchaser Units") for a purchase price of $3.00 per Unit in cash. (b) Subscriber The Purchaser Units shall be evidenced by Preferred stock certificates and a Warrant Certificate in the form provided for in the Warrant Agreement. Each Purchaser Unit or fraction thereof will contain only whole numbers of shares of Preferred. Exact amounts of shares and Warrants to be issued to the Purchasers has hereby delivered and paid concurrently herewith been rounded to the aggregate purchase price (the “Purchase Price”) whole numbers of each as set forth on the signature page hereof required to purchase the Units subscribed for hereunder which amount has been paid in U.S. Dollars by cash, wire transfer or check, subject to collection, to the order of “Indeglia & Xxxxxx LLP Attorney Client Trust Fund as Escrow Agent for RealBiz Media Group, Inc.” (c) Subscriber understands and acknowledges that this subscription is part of a proposed placement by the Company of a minimum of $456,000 (or such greater amount as is required to repay the Company’s June 16, 2015 convertible $500,000 promissory note issued to Himmil Investments Ltd. (the “Himmil Note”) in full) and a maximum of $950,000 of Units, which offering is being made on a “best efforts” basis (the “Offering”). During the Offering Period, funds will be held in an escrow account established by the Company and released at the discretion of the Company from time to time. If a subscription is not accepted, whether in whole or in part, the subscription funds held therein will be returned to the investor without interest or deductionSchedule I hereto.