0001144204-12-067710 Sample Contracts

SERVICE AGREEMENT
Service Agreement • December 13th, 2012 • SurePure, Inc. • Services-computer programming, data processing, etc.
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 13th, 2012 • SurePure, Inc. • Services-computer programming, data processing, etc. • Nevada

Director is a member of the Board of Directors of the Company (the “Board”) and in such capacity is performing a valuable service for the Company.

subscription Agreement dated 23 July 2012 regarding SurePure Investment Holding AG Registration Number: CH 170.3.031.335-8 made by and among
Subscription Agreement • December 13th, 2012 • SurePure, Inc. • Services-computer programming, data processing, etc.
EMPLOYMENT AGREEMENT
Employment Agreement • December 13th, 2012 • SurePure, Inc. • Services-computer programming, data processing, etc.
AMENDED AND RESTATED EXCHANGE AGREEMENT BY AND AMONG SUREPURE, INC. [formerly known as SOEFL Inc.], XOptics (PTY) Limited AND the holders of all shares in SurePure Investment Holding AG
Share Exchange Agreement • December 13th, 2012 • SurePure, Inc. • Services-computer programming, data processing, etc. • Nevada

This AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of December __, 2012 by and among SurePure, Inc., formerly named “SOEFL Inc.,” a Nevada corporation (“SurePure US”), XOptics (PTC) Limited, a British Virgin Islands company (“XOptics”), and the Company Shareholders, being the holders of all shares in SurePure Investment Holding AG, a Switzerland corporation (Aktiengesellschaft) (the “Company”), as such term is defined in Section 1.1, all of such Company Shareholders acting through their duly appointed representative (the “Stockholder Representative”) (XOptics, the Company Shareholders and SurePure US are sometimes collectively referred to in this Agreement as the “Parties”), and amends and restates in full the Share Exchange Agreement made as of October 28, 2011 among the Parties (the “Original Share Exchange Agreement”) as follows:

MEMORANDUM OF AGREEMENT OF LEASE
Memorandum of Agreement • December 13th, 2012 • SurePure, Inc. • Services-computer programming, data processing, etc.

The Landlord hereby lets the Premises to the Tenant, who hereby hires the Premises upon the terms and subject to the conditions set out in Part A and Part B hereof. PART A SCHEDULE

FIRST AMENDMENT TO ACQUISITION AGREEMENT
Acquisition Agreement • December 13th, 2012 • SurePure, Inc. • Services-computer programming, data processing, etc.

This FIRST AMENDMENT TO ACQUISITION AGREEMENT amends the Acquisition Agreement, dated as of August 16, 2012, made by and among SurePure Investment Holding AG and SurePure Holding South Africa (Pty) Ltd. (the “Acquisition Agreement”).

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