SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT

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

23, 2014, by and between TWENTY FOUR/SEVEN VENTURES, INC., a Colorado

corporation, with headquarters located at 000 X. 00xx Xxxxxx, Xxxxxx, XX 00000 (the

“Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 00

Xxxxxxxxxx Xxxx, 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 $42,500.00 (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 July 28, 2014, 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 BY 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) 100,000,000 shares of Common Stock, $0.001 par value per

share, of which 80,000,000 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

one (1 ) prior notes in favor of the Buyer:

(a) prior convertible promissory note in favor of the Buyer dated March 27, 2014 in the

amount of $53,000.00 for which 810,000 shares of Common Stock are presently

reserved)

exercisable for, or convertible into or exchangeable for shares of Common Stock and

18,690,000 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

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

violations as would not, individually or in the aggregate, have a Material Adverse Effect).

Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation,

By-laws or other organizational documents and neither the Company nor any of its Subsidiaries

is in default (and no event has occurred which with notice or lapse of time or both could put the

Company or any of its Subsidiaries in default) under, and neither the Company nor any of its

Subsidiaries has taken any action or failed to take any action that would give to others any rights

of termination, amendment, acceleration or cancellation of, any agreement, indenture or

instrument to which the Company or any of its Subsidiaries is a party or by which any property

or assets of the Company or any of its Subsidiaries is bound or affected, except for possible

defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The

businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be

conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or

regulation of any governmental entity. Except as specifically contemplated by this Agreement

and as required under the 1933 Act and any applicable state securities laws, the Company is not

required to obtain any consent, authorization or order of, or make any filing or registration with,

any court, governmental agency, regulatory agency, self regulatory organization or stock market

or any third party in order for it to execute, deliver or perform any of its obligations under this

Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note

in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the

Note. All consents, authorizations, 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. If the Company is listed on the OTCBB, the Company is not in violation of

the listing requirements of the Over-the-Counter Bulletin Board (the “OTCBB”) and does not

reasonably anticipate that the Common Stock will be delisted by the OTCBB in the foreseeable

future. The Company and its Subsidiaries are unaware of any facts or circumstances which

might give rise to any of the foregoing.

SEC Documents; Financial Statements. The Company has timely

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 Securities Exchange Act of 1934, as

amended (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 (other than

exhibits to such documents) incorporated by reference therein, being hereinafter referred to

herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer

true and complete copies of the SEC Documents, except for such exhibits and incorporated

documents. As of their respective 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, contained any untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary in order to make the statements therein, in

light of the circumstances under which they were made, not misleading. None of the statements

made in any such SEC Documents is, or has been, required to be amended or updated under

applicable law (except for such statements as have been amended or updated in subsequent

filings prior the date hereof). 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 United States

generally accepted accounting principles, consistently applied, during the periods involved and

fairly present in all material respects the consolidated financial position of the Company and its

consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations

and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal

year-end audit adjustments). Except as set forth in the financial statements of the Company

included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other

than (i) liabilities incurred in the ordinary course of business subsequent to March 31, 2014, and

(ii) obligations under contracts and commitments incurred in the ordinary course of business and

not required under generally accepted accounting principles to be reflected in such financial

statements, which, individually or in the aggregate, are not material to the financial condition or

operating results of the Company. The Company is subject to the reporting requirements of the

1934 Act.

Absence of Certain Changes. Since March 31, 2014, there has

been no material adverse change and no material adverse development in the assets, liabilities,

business, properties, operations, financial condition, results of operations, prospects or 1934 Act

reporting status of the Company or any of its Subsidiaries.

Absence of Litigation. There is no action, suit, claim, proceeding,

inquiry or investigation before or by any court, public board, government agency, self-regulatory

organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,

threatened against or affecting the Company or any of its Subsidiaries, or their officers or

directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i)

contains a complete list and summary description of any pending or, to the knowledge of the

Company, threatened proceeding against or affecting the Company or any of its Subsidiaries,

without regard to whether it would have a Material Adverse Effect. The Company and its

Subsidiaries are unaware of any facts or circumstances which might give rise to any of the

foregoing.

Patents, Copyrights, etc.

The Company and each of its

Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent

applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark

applications, service marks, service names, trade names and copyrights (“Intellectual Property”)

necessary to enable it to conduct its business as now operated (and, as presently contemplated to

be operated in the future); there is no claim or action by any person pertaining to, or proceeding

pending, or to the Company’s knowledge threatened, which challenges the right of the Company

or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its

business as now operated (and, as presently contemplated to be operated in the future); to the

best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended

products, services and processes do not infringe on any Intellectual Property or other rights held

by any person; and the Company is unaware of any facts or circumstances which might give rise

to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable

security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

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 Subsidiaries 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.

Tax Status. The Company and each of its Subsidiaries has made or

filed all federal, state and foreign 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 provisions 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. The Company has not executed a waiver

with respect to the statute of limitations relating to the assessment or collection of any foreign,

federal, state or local tax. None of the Company’s tax returns is presently being audited by any

taxing authority.

Certain Transactions. Except for arm’s length transactions

pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course

of business upon terms no less favorable than the Company or any of its Subsidiaries could

obtain from third parties and other than the grant of stock options disclosed on Schedule 3(c),

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.

Disclosure. All information relating to or concerning the Company

or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to

Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is

true and correct in all material respects and the Company has not omitted to state any material

fact necessary in order to make the statements made herein or therein, in light of the

circumstances under which they were made, not misleading. No event or circumstance has

occurred or exists with respect to the Company or any of its Subsidiaries or its or their business,

properties, prospects, operations or financial conditions, which, under applicable law, rule or

regulation, requires public disclosure or announcement by the Company but which has not been

so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed

under the 1934 Act are being incorporated into an effective registration statement filed by the

Company under the 1933 Act).

Acknowledgment Regarding Buyer’ Purchase of Securities. The

Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length

purchasers with respect to this Agreement and the transactions contemplated hereby. The

Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of

the Company (or in any similar capacity) with respect to this Agreement and the transactions

contemplated hereby and any statement made by the Buyer or any of its respective

representatives or agents in connection with this Agreement and the transactions contemplated

hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the

Securities. The Company further represents to the Buyer that the Company’s decision to enter

into this Agreement has been based solely on the independent evaluation of the Company and its

representatives.

No Integrated Offering. Neither the Company, nor any of its

affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers

or sales in any security or solicited any offers to buy any security under circumstances that would

require registration under the 1933 Act of the issuance of the Securities to the Buyer. The

issuance of the Securities to the Buyer will not be integrated with any other issuance of the

Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

No Brokers. The Company has taken no action which would give

rise to any claim by any person for brokerage commissions, transaction fees or similar payments

relating to this Agreement or the transactions contemplated hereby.

Permits; Compliance. The Company and each of its Subsidiaries is

in possession of all franchises, grants, authorizations, licenses, permits, easements, variances,

exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its

properties and to carry on its business as it is now being conducted (collectively, the “Company

Permits”), and there is no action pending or, to the knowledge of the Company, threatened

regarding suspension or cancellation of any of the Company Permits. Neither the Company nor

any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company

Permits, except for any such conflicts, defaults or violations which, individually or in the

aggregate, would not reasonably be expected to have a Material Adverse Effect. Since March

31, 2014, neither the Company nor any of its Subsidiaries has received any notification with

respect to possible conflicts, defaults or violations of applicable laws, except for notices relating

to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have

a Material Adverse Effect.

Environmental Matters.

(i)

There are, to the Company’s knowledge, with respect to

the Company or any of its Subsidiaries or any predecessor of the Company, no past or present

violations of Environmental Laws (as defined below), releases of any material into the

environment, actions, activities, circumstances, conditions, events, incidents, or contractual

obligations which may give rise to any common law environmental liability or any liability under

the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar

federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has

received any notice with respect to any of the foregoing, nor is any action pending or, to the

Company’s knowledge, threatened in connection with any of the foregoing. The term

“Environmental Laws” means all federal, state, local or foreign laws relating to pollution or

protection of human health or the environment (including, without limitation, ambient air,

surface water, groundwater, land surface or subsurface strata), including, without limitation, laws

relating to emissions, discharges, releases or threatened releases of chemicals, pollutants

contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)

into the environment, or otherwise relating to the manufacture, processing, distribution, use,

treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all

authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses,

notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or

approved thereunder.

(ii)

Other than those that are or were stored, used or disposed

of in compliance with applicable law, no Hazardous Materials are contained on or about any real

property currently owned, leased or used by the Company or any of its Subsidiaries, and no

Hazardous Materials were released on or about any real property previously owned, leased or

used by the Company or any of its Subsidiaries during the period the property was owned, leased

or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s

or any of its Subsidiaries’ business.

(iii)

There are no underground storage tanks on or under any

real property owned, leased or used by the Company or any of its Subsidiaries that are not in

compliance with applicable law.

Title to Property. The Company and its Subsidiaries have good

and marketable title in fee simple to all real property and 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 Schedule 3(t) or such as would not have a Material Adverse Effect. Any real

property and facilities held under lease by the Company and its Subsidiaries are held by them

under valid, subsisting and enforceable leases with such exceptions as would not have a Material

Adverse Effect.

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 believes to be prudent and customary in the businesses

in which the Company and its Subsidiaries are engaged. Neither the Company nor any such

Subsidiary 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. Upon written request the Company will provide to the Buyer true and correct copies of

all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage,

and commercial general liability coverage.

Internal Accounting Controls. The Company and each of its

Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the

Company’s board of directors, 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 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.

Foreign Corrupt Practices. Neither the Company, nor any of its

Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the

Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company,

used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful

expenses relating to political activity; made any direct or indirect unlawful payment to any

foreign or domestic government official or employee from corporate funds; violated or is in

violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or

made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any

foreign or domestic government official or employee.

Solvency. The Company (after giving effect to the transactions

contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of

the amount required to pay its probable liabilities on its existing debts as they become absolute

and matured) and currently the Company has no information that would lead it to reasonably

conclude that the Company would not, after giving effect to the transaction contemplated by this

Agreement, have the ability to, nor does it intend to take any action that would impair its ability

to, pay its debts from time to time incurred in connection therewith as such debts mature. The

Company did not receive a qualified opinion from its auditors with respect to its most recent

fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does

not anticipate or know of any basis upon which its auditors might issue a qualified opinion in

respect of its current fiscal year.

No Investment Company. The Company is not, and upon the

issuance and sale of the Securities as contemplated by this Agreement will not be an “investment

company” required to be registered under the Investment Company Act of 1940 (an “Investment

Company”). The Company is not controlled by an Investment Company.

Breach of Representations and Warranties by the Company. If the

Company breaches any of the representations or warranties set forth in this Section 3, and in

addition to any other remedies available to the Buyer pursuant to this Agreement, it will be

considered an Event of default under Section 3.4 of the Note.

COVENANTS.

Best Efforts. The parties shall use their best efforts to satisfy

timely each of the conditions described in Section 6 and 7 of this Agreement.

Form D; Blue Sky Laws. The Company agrees to file a Form D

with respect to the Securities as required under Regulation D and to provide a copy thereof to the

Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such

action as the Company shall reasonably determine is necessary to qualify the Securities for sale

to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or

“blue sky” laws of the states of the United States (or to obtain an exemption from such

qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to

the Closing Date.

Use of Proceeds. The Company shall use the proceeds for general

working capital purposes.

Right of First Refusal. Unless it shall have first delivered to the

Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined

herein), written notice describing the proposed Future Offering (“ROFR Notice”), including the

terms and conditions thereof, identity of the proposed purchaser and proposed definitive

documentation to be entered into in connection therewith, and providing the Buyer an option

during the seventy two (72) hour period following delivery of such notice to purchase the

securities being offered in the Future Offering on the same terms as contemplated by such Future

Offering (the limitations referred to in this sentence and the preceding sentence are collectively

referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the

Company will not conduct any equity (or debt with an equity component) financing in an amount

less than $100,000 (“Future Offering(s)”) during the period beginning on the Closing Date and

ending six (6) months following the Closing Date. Notwithstanding anything contained herein to

the contrary, the Company shall not consummate any Future Offering with an investor, or an

affiliate of such investor (collectively “Prospective Investor”), identified on an ROFR Notice

whereby the Buyer exercised its Right of First Refusal for a period of forty (45) days following

such exercise; and any subsequent offer by a Prospective Investor is subject to this Section 4(d)

and the Right of First Refusal. In the event the terms and conditions of a proposed Future

Offering are amended in any respect after delivery of the notice to the Buyer concerning the

proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the

amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall

have an option during the seventy two (72) hour period following delivery of such new notice to

purchase its pro rata share of the securities being offered on the same terms as contemplated by

such proposed Future Offering, as amended. The foregoing sentence shall apply to successive

amendments to the terms and conditions of any proposed Future Offering. The Right of First

Refusal shall not apply to any transaction involving (i) issuances of securities in a firm

commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415

under the 0000 Xxx) or (ii) issuances of securities as consideration for a merger, consolidation or

purchase of assets, or in connection with any strategic partnership or joint venture (the primary

purpose of which is not to raise equity capital), or in connection with the disposition or

acquisition of a business, product or license by the Company. The Right of First Refusal also

shall not apply to the issuance of securities upon exercise or conversion of the Company’s

options, warrants or other convertible securities outstanding as of the date hereof or to the grant

of additional options or warrants, or the issuance of additional securities, under any Company

stock option or restricted stock plan approved by the shareholders of the Company.

Expenses. At the Closing, the Company shall reimburse Buyer for

expenses incurred by them in connection with the negotiation, preparation, execution, delivery

and performance of this Agreement and the other agreements to be executed in connection

herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’

fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any

amendments or modifications of the Documents or any consents or waivers of provisions in the

Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of

restructuring the transactions contemplated by the Documents. When possible, the Company

must pay these fees directly, otherwise the Company must make immediate payment for

reimbursement to the Buyer for all fees and expenses immediately upon written notice by the

Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to

this transaction is to reimburse Buyer’ expenses shall be $2,500.

Financial Information. Upon written request the Company agrees

to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or

sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its

Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on

Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the

Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or

giving to the shareholders of the Company, copies of any notices or other information the

Company makes available or gives to such shareholders.

[INTENTIONALLY DELETED]

Listing. The Company shall promptly secure the listing of the

Conversion Shares upon each national securities exchange or automated quotation system, if any,

upon which shares of Common Stock are then listed (subject to official notice of issuance) and,

so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of

Common Stock shall be so listed, such listing of all Conversion Shares from time to time

issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns

any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB or

any equivalent replacement exchange or electronic quotation system (including but not limited to

the Pink Sheets electronic quotation system) and will comply in all respects with the Company’s

reporting, filing and other obligations under the bylaws or rules of the Financial Industry

Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall

promptly provide to the Buyer copies of any notices it receives from the OTCBB and any other

exchanges or electronic quotation systems on which the Common Stock is then traded regarding

the continued eligibility of the Common Stock for listing on such exchanges and quotation

systems.

Corporate Existence. So long as the Buyer beneficially owns any

Note, the Company shall maintain its corporate existence and shall not sell all or substantially all

of the Company’s assets, except in the event of a merger or consolidation or sale of all or

substantially all of the Company’s assets, where the surviving or successor entity in such

transaction (i) assumes the Company’s obligations hereunder and under the agreements and

instruments entered into in connection herewith and (ii) is a publicly traded corporation whose

Common Stock is listed for trading on the Pink Sheets, OTCQX, OTCBB, Nasdaq, Nasdaq

SmallCap, NYSE or AMEX.

No Integration. The Company shall not make any offers or sales

of any security (other than the Securities) under circumstances that would require registration of

the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the

Securities to be integrated with any other offering of securities by the Company for the purpose

of any stockholder approval provision applicable to the Company or its securities.

Breach of Covenants. If the Company breaches any of the

covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer

pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the

Note.

Failure to Comply with the 1934 Act. So long as the Buyer

beneficially owns the Note, the Company shall comply with the reporting requirements of the

1934 Act; and the Company shall continue to be subject to the reporting requirements of the

1934 Act.

Trading Activities. Neither the Buyer nor its affiliates has an open

short position in the common stock of the Company and the Buyer agree that it shall not, and that

it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect

to the common stock of the Company.

Transfer Agent Instructions. The Company shall issue irrevocable

instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its

nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer

to the Company upon conversion of the Note in accordance with the terms thereof (the

“Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace

its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a

fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to

the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares

of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower

and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date

on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to

the number of Securities as of a particular date that can then be immediately sold, all such

certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The

Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions

referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in

the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933

Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any

restriction as to the number of Securities as of a particular date that can then be immediately

sold), will be given by the Company to its transfer agent and that the Securities shall otherwise

be freely transferable on the books and records of the Company as and to the extent provided in

this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay,

impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated

form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or

otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it

will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or

hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer

instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer

upon conversion of or otherwise pursuant to the Note as and when required by the Note and this

Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and

agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery

requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the

cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for

opinions in comparable transactions, to the effect that a public sale or transfer of such Securities

may be made without registration under the 1933 Act and such sale or transfer is effected or (ii)

the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144,

the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly

instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such

name and in such denominations as specified by the Buyer. The Company acknowledges that a

breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the

intent and purpose of the transactions contemplated hereby. Accordingly, the Company

acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be

inadequate and agrees, in the event of a breach or threatened breach by the Company of the

provisions of this Section, that the Buyer shall be entitled, in addition to all other available

remedies, to an injunction restraining any breach and requiring immediate transfer, without the

necessity of showing economic loss and without any bond or other security being required.

Conditions to the Company’s Obligation to Sell. The obligation of the

Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the

satisfaction, at or before the Closing Date of each of the following conditions thereto, provided

that these conditions are for the Company’s sole benefit and may be waived by the Company at

any time in its sole discretion:

The Buyer shall have executed this Agreement and delivered the

same to the Company.

The Buyer shall have delivered the Purchase Price in accordance

with Section 1(b) above.

The representations and warranties of the Buyer shall be true and

correct in all material respects as of the date when made and as of the Closing Date as though

made at that time (except for representations and warranties that speak as of a specific date), and

the Buyer shall have performed, satisfied and complied in all material respects with the

covenants, agreements and conditions required by this Agreement to be performed, satisfied or

complied with by the Buyer at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree,

ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court

or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby which prohibits the consummation of any of the

transactions contemplated by this Agreement.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the

Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the

Closing Date of each of the following conditions, provided that these conditions are for the

Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

The Company shall have executed this Agreement and delivered

the same to the Buyer.

The Company shall have delivered to the Buyer the duly executed

Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

The Irrevocable Transfer Agent Instructions, in form and substance

satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

The representations and warranties of the Company shall be true

and correct in all material respects as of the date when made and as of the Closing Date as

though made at such time (except for representations and warranties that speak as of a specific

date) and the Company shall have performed, satisfied and complied in all material respects with

the covenants, agreements and conditions required by this Agreement to be performed, satisfied

or complied with by the Company at or prior to the Closing Date. The Buyer shall have received

a certificate or certificates, executed by the chief executive officer of the Company, dated as of

the Closing Date, to the foregoing effect and as to such other matters as may be reasonably

requested by the Buyer including, but not limited to certificates with respect to the Company’s

Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the

transactions contemplated hereby.

No litigation, statute, rule, regulation, executive order, decree,

ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court

or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby which prohibits the consummation of any of the

transactions contemplated by this Agreement.

No event shall have occurred which could reasonably be expected

to have a Material Adverse Effect on the Company including but not limited to a change in the

1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934

Act reporting obligations.

The Conversion Shares shall have been authorized for quotation on

the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by

the SEC or the OTCBB.

The Buyer shall have received an officer’s certificate described in

Section 3(c) above, dated as of the Closing Date.

Governing Law; Miscellaneous.

Governing Law. This Agreement shall be governed by and

construed in accordance with the laws of the State of New York 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 New

York or in the federal courts located in the state and county of Nassau. 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 Company and Buyer 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 Document 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.

Counterparts. This Agreement may be executed in one or more

counterparts, each of which shall be deemed an original but all of which shall constitute one and

the same agreement and shall become effective when counterparts have been signed by each

party and delivered to the other party.

Headings. The headings of this Agreement are for convenience of

reference only and shall not form part of, or affect the interpretation of, this Agreement.

Severability. In the event that any provision of this Agreement 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 provision hereof which may prove invalid or

unenforceable under any law shall not affect the validity or enforceability of any other provision

hereof.

Entire Agreement; Amendments.

This Agreement and the

instruments referenced herein contain the entire understanding of the parties with respect to the

matters covered herein and therein and, except as specifically set forth herein or therein, neither

the Company nor the Buyer makes any representation, warranty, covenant or undertaking with

respect to such matters. No provision of this Agreement may be waived or amended other than

by an instrument in writing signed by the majority in interest of the Buyer.

Notices. All notices, demands, requests, consents, approvals, and

other communications required or permitted hereunder shall be in writing and, unless otherwise

specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with

charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set

forth below or to such other address as such party shall have specified most recently by written

notice. Any notice or other communication required or permitted to be given hereunder shall be

deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation

generated by the transmitting facsimile machine, at the address or number designated below (if

delivered on a business day during normal business hours where such notice is to be received), or

the first business day following such delivery (if delivered other than on a business day during

normal business hours where such notice is to be received) or (b) on the second business day

following the date of mailing by express courier service, fully prepaid, addressed to such

address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for

such communications shall be:

If to the Company, to:

TWENTY FOUR/SEVEN VENTURES, INC.

000 X. 00xx Xxxxxx

Xxxxxx, XX 00000

Attn: XXXXXX X. XXXXXX, XX., Chief Executive Officer

facsimile: [enter fax number]

With a copy by fax only to (which copy shall not constitute notice):

[enter name of law firm] --- Attn: [attorney name]

[enter address line 1]

[enter city, state, zip]

facsimile: [enter fax number]

If to the Buyer:

KBM WORLDWIDE, INC.

00 Xxxxxxxxxx Xxxx – Xxxxx 000

Xxxxx Xxxx, XX 00000

Attn: Xxxx Xxxxxx, President

e-mail: xxxx@xxxxxxx.xxx

With a copy by fax only to (which copy shall not constitute notice):

Naidich Wurman Xxxxxxxx & Xxxxx LLP

Att: Xxxxx X. Xxxxxx, Esq.

facsimile: 000-000-0000

e-mail: xxxxx@xxxxxxx.xxx

Each party shall provide notice to the other party of any change in address.

Successors and Assigns. This Agreement shall be binding upon

and inure to the benefit of the parties and their successors and assigns. Neither the Company nor

the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior

written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer

may assign its rights hereunder to any person that purchases Securities in a private transaction

from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without

the consent of the Company.

Third Party Beneficiaries. This Agreement is intended for the

benefit of the parties hereto and their respective permitted successors and assigns, and is not for

the benefit of, nor may any provision hereof be enforced by, any other person.

Survival. The representations and warranties of the Company and

the agreements and covenants set forth in this Agreement shall survive the closing hereunder

notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The

Company agrees to indemnify and hold harmless the Buyer and all their officers, directors,

employees and agents for loss or damage arising as a result of or related to any breach or alleged

breach by the Company of any of its representations, warranties and covenants set forth in this

Agreement or any of its covenants and obligations under this Agreement, including advancement

of expenses as they are incurred.

Publicity. The Company, and the Buyer shall have the right to

review a reasonable period of time before issuance of any press releases, SEC, OTCBB or

FINRA filings, or any other public statements with respect to the transactions contemplated

hereby; provided, however, that the Company shall be entitled, without the prior approval of the

Buyer, to make any press release or SEC, OTCBB (or other applicable trading market) or

FINRA filings with respect to such transactions as is required by applicable law and regulations

(although the Buyer shall be consulted by the Company in connection with any such press

release prior to its release and shall be provided with a copy thereof and be given an opportunity

to comment thereon).

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.

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.

Remedies. The Company acknowledges that a breach by it of its

obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose

of the transaction contemplated hereby. Accordingly, the Company acknowledges that the

remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees,

in the event of a breach or threatened breach by the Company of the provisions of this

Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or

in equity, and in addition to the penalties assessable herein, to an injunction or injunctions

restraining, preventing or curing any breach of this Agreement and to enforce specifically the

terms and provisions hereof, without the necessity of showing economic loss and without any

bond or other security being required.

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this

Agreement to be duly executed as of the date first above written.

TWENTY FOUR/SEVEN VENTURES, INC.

By:________________________________

XXXXXX X. XXXXXX, XX.

Chief Executive Officer

KBM WORLDWIDE, INC.

By: _________________________________

Name: Xxxx Xxxxxx

Title: President

00 Xxxxxxxxxx Xxxx – Xxxxx 000

Xxxxx Xxxx, XX 00000

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:

$42,500.00

Aggregate Purchase Price:

$42,500.00

Tranche #2 - X-0000

XXXX

Xxxxx.xxxxxxxx@xxxxx.xxx

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Table of Contents

SECURITIES PURCHASE AGREEMENT

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