netSECURITIES PURCHASE AGREEMENT

netSECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of

October 7, 2013, by and between WWA GROUP, INC., a Nevada corporation, with

headquarters located at 00000 Xxxxxxxx Xxxxxx - Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000 (the

“Company”), and XXXXX ENTERPRISES, INC., a Delaware corporation, with its address at 0

Xxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxx, XX 00000 (the “Buyer”).

WHEREAS:

The Company and the Buyer are executing and delivering this Agreement in

reliance upon the exemption from securities registration afforded by the rules and regulations as

promulgated by the United States Securities and Exchange Commission (the “SEC”) under the

Securities Act of 1933, as amended (the “1933 Act”);

Buyer desires to purchase and the Company desires to issue and sell, upon the

terms and conditions set forth in this Agreement an 8% convertible note of the Company, in the

form attached hereto as Exhibit A, in the aggregate principal amount of $32,500.00 (together

with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect

thereto in accordance with the terms thereof, the “Note”), convertible into shares of common

stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and

subject to the limitations and conditions set forth in such Note.

The Buyer wishes to purchase, upon the terms and conditions stated in this

Agreement, such principal amount of Note as is set forth immediately below its name on the

signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby

agree as follows:

Purchase and Sale of Note.

Purchase of Note. On the Closing Date (as defined below), the

Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company

such principal amount of Note as is set forth immediately below the Buyer’s name on the

signature pages hereto.

Form of Payment. On the Closing Date (as defined below), (i) the

Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as

defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the

Company, in accordance with the Company’s written wiring instructions, against delivery of the

Note in the principal amount equal to the Purchase Price as is set forth immediately below the

Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly

executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

Closing Date. Subject to the satisfaction (or written waiver) of the

conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance

and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon,

Eastern Standard Time on or about October 9, 2013, or such other mutually agreed upon time.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on

the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties.

The Buyer represents and

warrants to the Company that:

Investment Purpose.

As of the date hereof, the Buyer is

purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise

pursuant to the Note (including, without limitation, such additional shares of Common Stock, if

any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described

in Sections 1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages

Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common

Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the

Note, the “Securities”) for its own account and not with a present view towards the public sale or

distribution thereof, except pursuant to sales registered or exempted from registration under the

1933 Act; provided, however, that by making the representations herein, the Buyer does not

agree to hold any of the Securities for any minimum or other specific term and reserves the right

to dispose of the Securities at any time in accordance with or pursuant to a registration statement

or an exemption under the 1933 Act.

Accredited Investor Status. The Buyer is an “accredited investor”

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

Reliance on Exemptions.

The Buyer understands that the

Securities are being offered and sold to it in reliance upon specific exemptions from the

registration requirements of United States federal and state securities laws and that the Company

is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations,

warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in

order to determine the availability of such exemptions and the eligibility of the Buyer to acquire

the Securities.

Information. The Buyer and its advisors, if any, have been, and for

so long as the Note remain outstanding will continue to be, furnished with all materials relating

to the business, finances and operations of the Company and materials relating to the offer and

sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its

advisors, if any, have been, and for so long as the Note remain outstanding will continue to be,

afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the

Company has not disclosed to the Buyer any material nonpublic information and will not

disclose such information unless such information is disclosed to the public prior to or promptly

following such disclosure to the Buyer. Neither such inquiries nor any other due diligence

investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or

affect Buyer’s right to rely on the Company’s representations and warranties contained in

Section 3 below.

The Buyer understands that its investment in the Securities involves a

significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any

of the Company's representations and warranties made herein.

Governmental Review.

The Buyer understands that no United

States federal or state agency or any other government or governmental agency has passed upon

or made any recommendation or endorsement of the Securities.

Transfer or Re-sale. The Buyer understands that (i) the sale or re-

sale of the Securities has not been and is not being registered under the 1933 Act or any

applicable state securities laws, and the Securities may not be transferred unless (a) the Securities

are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall

have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in

form, substance and scope customary for opinions of counsel in comparable transactions to the

effect that the Securities to be sold or transferred may be sold or transferred pursuant to an

exemption from such registration, which opinion shall be accepted by the Company, (c) the

Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the

1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise

transfer the Securities only in accordance with this Section 2(f) and who is an Accredited

Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant

to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall

have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in

form, substance and scope customary for opinions of counsel in corporate transactions, which

opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on

Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is

not applicable, any re-sale of such Securities under circumstances in which the seller (or the

person through whom the sale is made) may be deemed to be an underwriter (as that term is

defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act

or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other

person is under any obligation to register such Securities under the 1933 Act or any state

securities laws or to comply with the terms and conditions of any exemption thereunder (in each

case). Notwithstanding the foregoing or anything else contained herein to the contrary, the

Securities may be pledged as collateral in connection with a bona fide margin account or other

lending arrangement.

Legends. The Buyer understands that the Note and, until such time

as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule

144 or Regulation S without any restriction as to the number of securities as of a particular date

that can then be immediately sold, the Conversion Shares may bear a restrictive legend in

substantially the following form (and a stop-transfer order may be placed against transfer of the

certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES

REPRESENTED

THIS

CERTIFICATE

NOR

THE

SECURITIES

INTO

WHICH

THESE

SECURITIES

ARE

EXERCISABLE HAVE 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 (WHICH COUNSEL SHALL BE SELECTED BY

THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT

OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE

144A

UNDER

SAID

ACT.

NOTWITHSTANDING

THE

FOREGOING, THE SECURITIES MAY BE PLEDGED IN

CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR

OTHER LOAN OR FINANCING ARRANGEMENT SECURED

BY THE SECURITIES.”

The legend set forth above shall be removed and the Company shall issue a certificate

without such legend to the holder of any Security upon which it is stamped, if, unless otherwise

required by applicable state securities laws, (a) such Security is registered for sale under an

effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to

Rule 144 or Regulation S without any restriction as to the number of securities as of a particular

date that can then be immediately sold, or (b) such holder provides the Company with an opinion

of counsel, in form, substance and scope customary for opinions of counsel in comparable

transactions, to the effect that a public sale or transfer of such Security may be made without

registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale

or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a

certificate(s) from which the legend has been removed, in compliance with applicable prospectus

delivery requirements, if any. In the event that the Company does not accept the opinion of

counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption

from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an

Event of Default pursuant to Section 3.2 of the Note.

Authorization; Enforcement. This Agreement has been duly and

validly authorized. This Agreement has been duly executed and delivered on behalf of the

Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in

accordance with its terms.

Residency. The Buyer is a resident of the jurisdiction set forth

immediately below the Buyer’s name on the signature pages hereto.

Representations and Warranties of the Company.

The Company

represents and warrants to the Buyer that:

Organization and Qualification.

The Company and each of its

Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in

good standing under the laws of the jurisdiction in which it is incorporated, with full power and

authority (corporate and other) to own, lease, use and operate its properties and to carry on its

business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets

forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is

incorporated.

The Company and each of its Subsidiaries is duly qualified as a foreign

corporation to do business and is in good standing in every jurisdiction in which its ownership or

use of property or the nature of the business conducted by it makes such qualification necessary

except where the failure to be so qualified or in good standing would not have a Material

Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business,

operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any,

taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments

to be entered into in connection herewith.

“Subsidiaries” means any corporation or other

organization, whether incorporated or unincorporated, in which the Company owns, directly or

indirectly, any equity or other ownership interest.

Authorization; Enforcement. (i) The Company has all requisite

corporate power and authority to enter into and perform this Agreement, the Note and to

consummate the transactions contemplated hereby and thereby and to issue the Securities, in

accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement,

the Note by the Company and the consummation by it of the transactions contemplated hereby

and thereby (including without limitation, the issuance of the Note and the issuance and

reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof)

have been duly authorized by the Company’s Board of Directors and no further consent or

authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this

Agreement has been duly executed and delivered by the Company by its authorized

representative, and such authorized representative is the true and official representative with

authority to sign this Agreement and the other documents executed in connection herewith and

bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and

delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and

binding obligation of the Company enforceable against the Company in accordance with its

terms.

Capitalization. As of the date hereof, the authorized capital stock

of the Company consists of: (i) 250,000,000 shares of Common Stock, $0.001 par value per

share, of which 122,841,922 shares are issued and outstanding; and (ii) there are no authorized

shares of Preferred Stock; no shares are reserved for issuance pursuant to the Company’s stock

option plans, no shares are reserved for issuance pursuant to securities (other than the Note and a

prior convertible promissory note in favor of the Buyer dated August 19, 2013 in the amount of

$32,500.00 for which 21,500,000 shares of Common Stock are presently reserved) exercisable

for, or convertible into or exchangeable for shares of Common Stock and 42,750,000 shares are

reserved for issuance upon conversion of the Note. All of such outstanding shares of capital

stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-

assessable. No shares of capital stock of the Company are subject to preemptive rights or any

other similar rights of the shareholders of the Company or any liens or encumbrances imposed

through the actions or failure to act of the Company. As of the effective date of this Agreement,

(i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of

first refusal, agreements, understandings, claims or other commitments or rights of any character

whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of

capital stock of the Company or any of its Subsidiaries, 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, (ii) there are no agreements or arrangements under which

the Company or any of its Subsidiaries is obligated to register the sale of any of its or their

securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions

contained in any security issued by the Company (or in any agreement providing rights to

security holders) that will be triggered by the issuance of the Note or the Conversion Shares.

The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of

Incorporation as in effect on the date hereof (“Certificate of Incorporation”), 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 of the Company and the material rights of the holders

thereof in respect thereto. The Company shall provide the Buyer with a written update of this

representation signed by the Company’s Chief Executive on behalf of the Company as of the

Closing Date.

Issuance of Shares. The Conversion Shares are duly authorized

and reserved for issuance and, upon conversion of the Note in accordance with its respective

terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims

and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights

or other similar rights of shareholders of the Company and will not impose personal liability

upon the holder thereof.

Acknowledgment of Dilution.

The Company understands and

acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the

Conversion Shares upon conversion of the Note. The Company further acknowledges that its

obligation to issue Conversion Shares upon conversion of the Note in accordance with this

Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such

issuance may have on the ownership interests of other shareholders of the Company.

No Conflicts. The execution, delivery and performance of this

Agreement, the Note by the Company and the consummation by the Company of the transactions

contemplated hereby and thereby (including, without limitation, the issuance and reservation for

issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any

provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result

in a breach of any provision of, or constitute a default (or an event which with notice or lapse of

time or both could become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or

instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a

violation of any law, rule, regulation, order, judgment or decree (including federal and state

securities laws and regulations and regulations of any self-regulatory organizations to which the

Company or its securities are subject) 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

(except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and

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netSECURITIES PURCHASE AGREEMENT

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