Exhibit A

EXECUTION VERSION

Trunity HOLDINGS, INC.

SUBSCRIPTION AGREEMENT

This Subscription Agreement (“ Agreement ”) is entered into as of the 28th day of May, 2013, by and between Trunity Holdings, Inc., a Delaware corporation (the “ Company ”), and the undersigned investor (“ Investor ”).

RECITALS:

A.           Investor wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that aggregate number of shares of the common stock, par value $0.0001 per share of the Company (the “ Common Stock ”), set forth opposite Investor’s name on its signature page hereto (the “ Shares ”) and (ii) warrants, in substantially the form attached hereto as Exhibit A (the “ Warrants ”), to acquire that number of shares of Common Stock (as exercised, collectively, the “ Warrant Shares ”) set forth opposite Investor’s name on signature page hereto. The number of Warrants shall be equal to the number of Shares purchased hereunder.

B.           As of the Closing under this Agreement, the parties hereto (and thereto, as applicable) shall enter into a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the “ Registration Rights Agreement ”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Shares and the Warrant Shares under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

C.           As of the Closing under this Agreement, the parties hereto (and thereto, as applicable) are executing and delivering (i) an investor rights agreement, substantially in the form attached hereto as Exhibit C (the “ Investor Agreement ”), pursuant to which the Company has agreed to provide certain purchase rights with respect to the Shares and the Warrant Shares, (ii) a voting agreement, substantially in the form attached hereto as Exhibit D (the “ Voting Agreement ”), pursuant to which the Investor shall designate one member of the Company’s board of directors and (iii) an escrow agreement, substantially in the form attached as Exhibit E (the “ Escrow Agreement ”).

D.           The Shares, the Warrants and the Warrant Shares, collectively are referred to herein as the “ Securities ”.

NOW, THEREFORE , the Company and Investor hereby agree as follows:

1.             Definitions .  In addition to those terms defined above and elsewhere in this Subscription Agreement, for the purposes of this Subscription Agreement, the following terms shall have the meanings set forth below:

“ Bylaws ” means the Company’s bylaws, as amended.

“ Certificate of Incorporation ” means the certificate of incorporation filed by the Company with the Secretary of State of the State of Delaware as in effect as of the date hereof.

“ Company’s Knowledge ” means the actual knowledge of the executive officers (as defined in Rule 405 under the Securities Act) of the Company, after due inquiry.

“ Escrow Agent ” means Carlton Fields P.A , the escrow agent under the Escrow Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Intellectual Property ”   means all of the following: (a) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (b) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (c) copyrights and copyrightable works; (d) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation).

“ Material Adverse Effect ”  means a material adverse effect on (a) the assets, liabilities, results of operations, condition (financial or otherwise), or business of the Company and its Subsidiaries taken as a whole, (b) the legality, validity, enforceability or binding effect of the this Subscription Agreement or (c) the ability of the Company to perform its obligations under this Subscription Agreement.

“ Material Contract ” means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which has been or is required to be filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

“ OTCBB ” means the United States quotation medium for subscribing members referred to as the over-the-counter bulletin board used for many over-the-counter equity securities that are not listed on the NASDAQ or a national stock exchange and regulated by Financial Industry Regulatory Authority, Inc., Over the Counter Bulletin Board.

“ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the Securities Exchange Act of 1933, as amended.

“ Subsidiary ” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“ Transaction Documents ” means this Agreement and each of the Registration Rights Agreement, Investor Agreement, Voting Agreement, Escrow Agreement and all other documents and instruments required to effectuate the transactions contemplated by this Agreement.

2.             Subscription.

2.1            Amount .    Subject to the satisfaction (or waiver) of the conditions set forth in Sections 7 and 8 below, the Company shall issue and sell to Investor, and Investor agrees to purchase from the Company on the Closing Date (as defined below), the number of Shares, as is set forth opposite Investor’s name on the signature page to this Agreement, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite Investor’s name on the signature page to this Agreement.

2.2            Closing .    The closing (the “ Closing ”) of the purchase of the Shares and the Warrants by Investor shall occur at the offices of Carlton Fields, P.A., Miami Tower, 100 SE Second Street, Suite 4200, Miami, FL 33131. The date and time of the Closing (the “ Closing Date ”) shall be 10:00 a.m., New

York City Time, on May 28, 2013, or such later date as is mutually agreed to by the Company and Investor; provided , however , that multiple Closings shall be held if necessary to satisfy the conditions of the Escrow Agreement and the date of the Closing(s) shall be automatically extended from time to time for so long as any of the conditions set forth in Sections 7 and 8 below are not satisfied or waived, subject, however, to the provisions of Article 9 ).

2.3           Purchase Price .    The purchase price for Investor of the Shares and related Warrants to be purchased by Investor at the Closing shall be the amount set forth opposite Investor’s name on the signature page to this Agreement (less any applicable fees and disbursements, the “ Purchase Price ”). The purchase price for the Shares is $0.40 per Share and the Warrant exercise price is $1.00 per Share.

2.4           Form and Manner of Payment .

(a)           On the date hereof, Investor shall pay the Purchase Price to the Escrow Agent for the Shares and the Warrants to be issued and sold to Investor at the Closing, by wire transfer of immediately available funds in accordance with the Escrow Agent’s written wire instructions.

(b)           On the Closing Date, (i) the Company shall irrevocably instruct the transfer agent for the Common Stock to deliver to Investor one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 4.4 hereof), evidencing the number of Shares Investor is purchasing as is set forth opposite Investor’s name on the signature page to this Agreement via Deposit Withdrawal Agent Commission system (“ DWAC ”) delivery prior to the release of the federal funds wire to the Company for payment of such Shares , (ii) the Company shall issue to Investor a Warrant pursuant to which Investor shall have the right to acquire such number of Warrant Shares as is set forth opposite Investor’s name on the signature page to this Agreement, duly executed on behalf of the Company and registered in the name of Investor and (iii) the Company and Investor shall jointly instruct the Escrow Agent in writing to disburse the Purchase Price to an account designated by the Company.

3.1            Organization, Good Standing and Qualification .    Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect.

3.2            Authorization .   The Company has the corporate power and authority to enter into this Subscription Agreement and has taken all requisite action through its officers, directors and shareholders necessary for (a) the authorization, execution and delivery of the Subscription Agreement, (b) the authorization of the performance of all obligations of the Company hereunder, and (c) the authorization, issuance (or reservation for issuance) and delivery of the Shares upon receipt of the Purchase Price. This Subscription Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles.

(a)           The Company has duly and validly authorized capital stock as set forth in the Certificate of Incorporation. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Other than the Warrants and except as set forth in the 10-K (as defined in Section 3.6 below), there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Subscription Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except for the Voting Agreement and Investor Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the security holders of the Company relating to the securities of the Company held by them. Except as required under the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person.

(b)           The issuance and sale of the Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than Investor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security.

(c)           The Company does not have outstanding shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.

3.4            Valid Issuance .    Upon the issuance of the Shares in accordance with Section 2.4 , the Shares will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions, except for restrictions imposed by applicable securities laws.

3.5            Consents .   The execution, delivery and performance by the Company of the Subscription Agreement and the offer, issuance and sale of the Shares require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods.

3.6            Delivery of SEC Filings; Business .   The Company has made available to Investor through the EDGAR system, true and complete copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (as amended prior to the date of this Subscription Agreement, the “ 10-K ”), and all other reports filed by the Company pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Exchange Act since the filing of the 10-K and during the twelve (12) months preceding the date of this Subscription Agreement(collectively, the “ SEC Filings ”) , of which all such SEC Filings have been timely filed (including any extensions permitted under SEC rules and regulations). The SEC Filings are the only filings required of the Company pursuant to the Exchange Act for such period. The Company and its Subsidiaries are engaged in all material respects only in the business described in the

SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole.

3.7           Use of Proceeds .  The net proceeds of the sale of the Shares hereunder shall be used by the Company for working capital and general corporate purposes, included but not limited to, funding and supporting the Ukraine project and other global initiatives of the Company.

3.8           No Material Adverse Change .   Since January 1, 2012, except as set forth in the 10-K, there has not been:

(a)           any change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the financial statements included in the 10-K, except for changes in the ordinary course of business which have not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate;

(b)           any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company, or any redemption or repurchase of any securities of the Company;

(c)           any material damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company or its Subsidiaries;

(d)           any waiver, not in the ordinary course of business, by the Company or any Subsidiary of a material right or of a material debt owed to it;

(e)           any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or a Subsidiary, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);

(f)           any change or amendment to the Certificate, material change to any Material Contract or arrangement by which the Company or any Subsidiary is bound or to which any of their respective assets or properties is subject;

(g)           any material labor difficulties or labor union organizing activities with respect to employees of the Company or any Subsidiary;

(h)           any material transaction entered into by the Company or a Subsidiary other than in the ordinary course of business;

(i)           the loss of the services of any key employee, or material change in the composition or duties of the senior management of the Company or any Subsidiary;

(j)           the loss or, to the Company’s Knowledge, threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect; or

(k)           any other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.

(a)           At the time of filing thereof, each of the SEC Filings complied as to form in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b)           Each registration statement and any amendment thereto filed by the Company for the past three (3) years pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

3.10          No Conflict, Breach, Violation or Default .   The execution, delivery and performance of the Subscription Agreement by the Company and the issuance and sale of the Shares will not (a) conflict with or result in a breach or violation of (i) any of the terms and provisions of, or constitute a default under the Certificate of Incorporation or the Bylaws (true and complete copies of which have been made available to Investor through the EDGAR system), or (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except in the case of clauses (a)(i) and (b) above, such as could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

3.11          Tax Matters .   The Company and each Subsidiary has prepared and filed (or filed applicable extensions therefore) all tax returns required to have been filed by the Company or such Subsidiary with all appropriate governmental agencies and paid all taxes shown thereon or otherwise owed by it, other than any such taxes which the Company or any Subsidiary are contesting in good faith and for which adequate reserves have been provided and reflected in the Company’s financial statements included in its SEC Filings. The charges, accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against the Company or any Subsidiary nor, to the Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to the Company and its Subsidiaries, taken as a whole. All taxes and other assessments and levies that the Company or any Subsidiary is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due, other than any such taxes which the Company or any Subsidiary are contesting in good faith and for which adequate reserves have been provided and reflected in the Company’s financial statements included in its SEC Filings. There are no tax liens or claims pending or, to the Company’s Knowledge, threatened in writing against the Company or any Subsidiary or any of their respective assets or property. There are no outstanding tax sharing agreements or other such arrangements between the Company and any Subsidiary or other corporation or entity.

3.12         Title to Properties .   The Company and each Subsidiary has good and marketable title to all real properties and all other properties and assets (excluding Intellectual Property assets which are the subject of Section 3.15 ) owned by it, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them; the Company and each Subsidiary holds any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by them.

3.13         Certificates, Authorities and Permits .   The Company and each Subsidiary possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, except to the extent failure to possess such certificates, authorities or permits could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or such Subsidiary, could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

3.14         Labor Matters .

(a)           The Company is not a party to or bound by any collective bargaining agreements or other agreements with labor organizations.

(b)           The Company has not violated in any material respect any laws, regulations, orders or contract terms, affecting the collective bargaining rights of employees, labor organizations or any laws, regulations or orders affecting employment discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours.

(c)           (i) There are no labor disputes existing, or to the Company’s Knowledge, threatened, involving strikes, slow-downs, work stoppages, job actions, disputes, lockouts or any other disruptions of or by the Company’s employees, (ii) there are no unfair labor practices or petitions for election pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board or any other federal, state or local labor commission relating to the Company’s employees, (iii) no demand for recognition or certification heretofore made by any labor organization or group of employees is pending with respect to the Company and (iv) to the Company’s Knowledge, the Company enjoys good labor and employee relations with its employees and labor organizations.

(d)           The Company is, and at all times has been, in compliance with all applicable laws respecting employment (including laws relating to classification of employees and independent contractors) and employment practices, terms and conditions of employment, wages and hours, and immigration and naturalization, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. There are no claims pending against the Company before the Equal Employment Opportunity Commission or any other administrative body or in any court asserting any violation of Title VII of the Civil Rights Act of 1964, the Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or 1983 or any other federal, state or local law, statute or ordinance barring discrimination in employment.

(e)           To the Company’s Knowledge, the Company has no liability for the improper classification by the Company of its employees as independent contractors or leased employees prior to the Closing Date.

3.15          Intellectual Property . The Company and the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the Intellectual Property necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted and as described in the SEC Filings, except where the failure to own, license or have such rights could not reasonably be expected to result in a Material Adverse Effect, individually or in the aggregate. To the Company’s Knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which is licensed to the Company or where such rights could not reasonably be expected to result in a Material Adverse Effect, individually or in the aggregate. There is no pending or, to the Company’s Knowledge, threat of any, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to, or the validity, enforceability, or scope of, any Intellectual Property owned by or licensed to the Company or any Subsidiary or claiming that the use of any Intellectual Property by the Company or any Subsidiary in their respective businesses as currently conducted infringes, violates or otherwise conflicts with the intellectual property rights of any third party. To the Company’s Knowledge, the use by the Company or any Subsidiary of any Intellectual Property by the Company or any Subsidiary in their respective businesses as currently conducted does not infringe, violate or otherwise conflict with the intellectual property rights of any third party.

3.16          Environmental Matters .   To the Company’s Knowledge, neither the Company nor any Subsidiary is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “ Environmental Laws ”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

3.17          Litigation .    Except as set forth in the 10-K, (a) there are no pending actions, suits or proceedings against or affecting the Company, its Subsidiaries or any of its or their properties; and to the Company’s Knowledge, no such actions, suits or proceedings are threatened, or (b) any such proceeding, if resolved adversely to the Company or any Subsidiary, could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. Except as set forth in the 10-K, neither the Company nor any Subsidiary, nor any director or officer thereof, is or since January 1, 2008 has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s Knowledge, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Securities Act or the Exchange Act.

3.18          Financial Statements .   The financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (“ GAAP ”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act). Neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or

otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

3.19          Insurance Coverage . The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary.

3.20          Compliance with OTCBB Continued Listing Requirements .   The Company is in compliance with applicable OTCBB continued listing requirements. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on OCTBB. The Company has not received any currently pending notice of the delisting of the Common Stock from the OTCBB.

3.21          Brokers and Finders .  Except for ACGM, Inc., no Person will have, as a result of the transactions contemplated by the Subscription Agreement, any valid right, interest or claim against or upon the Company or any Subsidiary for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company.

3.22          No Directed Selling Efforts or General Solicitation .  Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Rule 506 of Regulation D (“ Regulation D ”)) in connection with the offer or sale of any of the Shares.

3.23          Questionable Payments . Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their respective current or former shareholders, directors, officers, employees, agents or other Persons acting on behalf of the Company or any Subsidiary, has on behalf of the Company or any Subsidiary or in connection with their respective businesses: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on the books and records of the Company or any Subsidiary; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

3.24          Transactions with Affiliates .   Except as set forth in the 10-K, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than as holders of stock options and/or warrants, and 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 Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

3.25          Internal Controls .   The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to

any differences. The Company has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including the Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of December 31, 2012 (such date, the “ Evaluation Date ”) and concluded that such controls and procedures are effective to ensure that material information relating to the Company, including the Subsidiaries, is made known to certifying officers in a timely, accurate and complete manner. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 308 of Regulation S-K) or, to the Company’s Knowledge, in other factors that could significantly affect the Company’s internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

3.26          Investment Company . The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.27          Compliance with Laws . The Company and each of its Subsidiaries is in compliance in all material respects with all requirements imposed by law, regulation or rule, whether foreign, federal, state or local, that are applicable to it, its operations, or its properties and assets, including, without limitation, applicable requirements of the Foreign Corrupt Practices Act of 1977 (FCPA) (15 U.S.C. § 78dd-1, et seq.).

3.28          Disclosure . No representation or warranty of the Company or any of its Subsidiaries contained in this Subscription Agreement and none of the statements contained in any other document, certificate, report, financial statement or written statement furnished to Investor by or on behalf of the Company or any of its Subsidiaries pursuant to this Subscription Agreement contains any untrue statement of a material fact or omits to state a material fact (known to Company, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the Company to be reasonable at the time made.

4.           Representations and Warranties, Acknowledgement and Covenant of Investor. Investor hereby makes the representations and warranties to the Company that are set forth in this Article 4 .

4.1            Authority; Enforceability . (a) Investor has full right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and constitutes a valid and binding agreement of Investor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) Investor’s certificate of formation or limited liability company agreement (or other similar governing documents), or (ii) any material agreement or any law or regulation to which Investor is a party or by which any of its property or assets is bound.

4.2            No Public Sale or Distribution .   Investor is (a) acquiring the Shares and the Warrants and (b) upon exercise of the Warrants will acquire the Warrant Shares, in each case, for its own account and

not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided , however , that by making the representations herein, Investor 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 an effective registration statement or an exemption under the 1933 Act. Investor is acquiring the Securities hereunder in the ordinary course of its business. Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

4.3            Status .    Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Investor to acquire the Securities.

4.4            Legend .   Investor understands that the certificates or other instruments representing the Shares, the Warrants and the Warrant Shares, until such time as the resale of the Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

5.1            Joint Covenants .   Each party shall use its best efforts timely to satisfy each of the covenants and conditions to be satisfied by it as provided in Sections 7 and 8 of this Agreement.

5.2            Investor Covenants .    Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this Subscription Agreement are publicly disclosed.

5.3            Company Covenants .

(a)           Form D and Blue Sky .   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 each Investor promptly after such filing. The Company, on or before the Closing Date, shall take such action as the Company shall

reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to Investor at the 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 Investor on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

(b)           Reporting Status .   Until the date on which Investor shall have sold all the Shares and Warrant Shares and none of the Warrants is outstanding (the “ Reporting Period ”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act and, until the later of (i) two (2) years from the date hereof and (ii) such time as Investor owns less than an aggregate of 5% of the Shares and/or Warrant Shares (after giving effect to any stock splits, recapitalizations, reorganizations or similar events) the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would otherwise permit such termination.

(c)           Financial Information .   The Company agrees to send the following to Investor during the Reporting Period unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC: (i) a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release thereof, facsimile or e-mailed copies of all press releases issued by the Company or any of its Subsidiaries, and (iii) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders. As used herein, “ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(d)           Listing .   The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which the shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the OTCBB. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5.3(d).

(e)           Pledge of Securities .   The Company acknowledges and agrees that the Securities may be pledged by Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by an Investor.

(f)           Disclosure of Transactions and Other Material Information .   The Company shall, on or before 8:30 a.m., New York City Time, on the first Business Day after the date of this Agreement, issue a press release (the “ Press Release ”) reasonably acceptable to Investor disclosing all material terms of the transactions contemplated hereby; provided , that no Press Release shall name Investor or any of its

members or affiliates, without the prior written consent of Investor, which shall not be unreasonably withheld. No later than the fourth Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “ 8-K Filing ”). Subject to the foregoing, neither the Company, its Subsidiaries nor Investor shall issue any press releases 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 Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

(g)           Additional Registration Statements .       Until the date that the Registration Statement (as defined in the Registration Rights Agreement) is first declared effective by the SEC (the “ Effective Date ”), the Company will not file a registration statement under the 1933 Act relating to securities that are not the Securities, except for any Form S-8.

(h)           Reservation of Shares .   The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance from and after the Closing Date, no less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants including any indeterminate number of shares issuable pursuant to the provisions thereof (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

6.1            Transfer Restrictions .    The legend set forth in Section 4.4 shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped, if (a) such Securities are registered for resale under the 1933 Act, (b) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of such Securities may be made without registration under the applicable requirements of the 1933 Act, or (c) such holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144. The Company shall cause Company Counsel (as later defined) to issue a legal opinion to the Company’s transfer agent on the Effective Date. Following the Effective Date or at such earlier time as a legend is no longer required for certain Securities, the Company will no later than three Business Days following the delivery by a Investor to the Company or the Company’s transfer agent of a legended certificate representing such Securities, deliver or cause to be delivered to Investor a certificate representing such Securities that is free from all restrictive and other legends. Following the Effective Date and upon the delivery to any Investor of any certificate representing Securities that is free from all restrictive and other legends, Investor agrees that any sale of such Securities shall be made pursuant to the Registration Statement and in accordance with the plan of distribution described therein or pursuant to an available exemption from the registration requirements of the 1933 Act. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in Section 4.4 .

6.2            Transfer Agent Instructions .   The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“ DTC ”), registered in the name of Investor or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Investor to the Company upon exercise of the Warrants (the “ Irrevocable Transfer Agent Instructions ”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6.2 , and stop transfer instructions to give effect to Section 4.4 hereof, will be given by the Company to its transfer agent with respect to the Securities, 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 other Transaction Documents. If a Investor effects a sale, assignment or transfer of the Securities, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by Investor to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to Investor, assignee or transferee, as the case may be, without any restrictive legend.

6.3            Breach .    The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Article 6 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Article 6 , that Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

6.4            Additional Relief .    If the Company shall fail for any reason or for no reason to issue to Investor unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “ Deadline Date ”), then, in addition to all other remedies available to Investor, if on or after the Business Day immediately following such three Business Day period, Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor anticipated receiving from the Company (a “ Buy-In ”), then the Company shall, within five (5) Business Days after Investor’s request, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and pay cash to Investor in an amount equal to the excess (if any) of Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock purchased in such Buy-In over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4 , at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “ Closing Bid Price ” means, for any security as of any date, the last closing price for such security on the OTCBB, as reported by Bloomberg, or, if the OTCBB begins to operate on an extended hours basis and does not designate the

closing bid price then the last bid price of such security prior to 4:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

7.1          The obligation of the Company hereunder to issue and sell the Shares and the related Warrants to each Investor 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 Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof:

(a)           Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(b)           Investor shall have delivered to the Company and the Escrow Agent written instructions to disburse the Purchase Price for the Shares and the related Warrants being purchased by Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(c)           The representations and warranties of each Investor 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 each Investor 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 each Investor at or prior to the Closing Date.

8.1            The obligation of each Investor hereunder to purchase the Shares and the related Warrants 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 each Investor’s sole benefit and may be waived by Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

(a)           The Company shall have executed (or caused to be executed) and delivered to Investor (i) each of the Transaction Documents by the Company and each of the other parties thereto (other than the Investor) and (ii) the Warrants (in such amounts as Investor shall request) being purchased by Investor at the Closing pursuant to this Agreement, and shall have irrevocably instructed the Transfer Agent to deliver the Shares (in such amounts as Investor shall request) as provided for herein.

(b)           Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(c)           Such Investor shall have received the opinion of Carlton Fields, P.A., the Company’s outside counsel (the “ Company Counsel ”), dated as of the Closing Date, in substantially the form of Exhibit F attached hereto.

(d)           The Company shall have delivered to Investor a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date.

(e)           The Company shall have delivered evidence of the action of its board of directors and shareholders approving (as applicable) the transactions contemplated by the Transaction Documents including, but not limited to, the election of the Investor’s designee to the Company’s board of directors as required under the Voting Agreement.

(f)           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 (except such representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

(g)           The Common Stock (i) shall be designated for quotation or listed on the OTCBB and (ii) shall not have been suspended, as of the Closing Date, by the SEC or the OTCBB from trading on the OTCBB nor shall suspension by the SEC or the OTCBB have been threatened, as of the Closing Date, either (A) in writing by the SEC or the OTCBB or (B) by falling below the minimum listing maintenance requirements of the OTCBB.

(h)           The Company shall have obtained all governmental, regulatory or third party licenses, waivers, consents and approvals, if any, necessary for the sale of the Shares and the Warrants.

(i)           No proceeding shall have been commenced on any grounds to restrain, enjoin or hinder the consummation of the transactions contemplated by this Agreement and no law shall have been enacted or promulgated by any governmental authority that prohibits the consummation of the transactions contemplated by this Agreement.

(j)           The Company shall have delivered to Investor, a summary of the capitalization of the Company, on a fully diluted basis, immediately preceding and following the closing of the Company’s aggregate fundraising (from all sources) related to the Transaction Documents.

(k)           The Company shall have delivered to Investor the form of 8-K proposed to be filed in connection with the transactions contemplated by this Agreement.

(l)           No event, circumstances or fact shall have occurred that has had or could reasonably be expected to have a material adverse effect on the business, assets, properties or condition (financial or otherwise) of the Company and any of its Subsidiaries.

(m)           The Company shall have raised at least $2,000,000 in gross proceeds from the simultaneous private sale of Common Stock and Warrants (including amounts invested by Investor through the Escrow Agreement), in each case at the same price, and the Company shall have satisfied the other requirements of the Escrow Agreement.

(n)           The Company shall have delivered to Investor such other documents relating to the transactions contemplated by this Agreement as Investor or its counsel may reasonably request.

In the event that the Closing shall not have occurred with respect to Investor on or before thirty (30) days from the date hereof due to the Company’s or Investor’s failure to satisfy the conditions set forth in Sections 7 and 8 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party. In the event of any termination of this Agreement, other than arising out of Investor’s failure to satisfy the conditions set forth in Section 7 , the Company shall bear all Expenses (as later defined) of Investor in an amount, as incurred by Investor, up to fifty thousand dollars ($50,000).

10.1          This Subscription Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter and there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Subscription Agreement. This Subscription Agreement may be modified only in writing signed by the parties hereto. The Company represents and warrants that it is not entering into any subscription agreement or securities purchase agreement with any other investor concurrently with this Subscription Agreement that contains terms more advantageous to such other investor than the terms of this Subscription Agreement are to Investor. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Shares or the Warrants. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of Investor, including by merger or consolidation. Investor may assign some or all of its rights hereunder in connection with transfer of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to be Investor hereunder with respect to such assigned rights.

10.2          Each party hereto shall bear all fees and expenses incurred by such party in connection with, relating to or arising out of the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including financial advisors’, attorneys’, accountants’ and other professional fees and expenses in connection with the transactions contemplated in this Agreement and the other Transaction Documents (the “ Expenses ”); provided ; however , that the Company shall bear all such reasonable fees and expenses of Investor in an amount, as incurred by Investor, up to fifty thousand dollars ($50,000) which shall be deducted out of the proceeds in the Investor’s investment.

10.3          All representations, warranties, and agreements of the Company herein shall survive delivery of, and payment for, the Shares hereunder.

10.4          This Subscription Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood

that all parties need not sign the same counterpart. Execution may be made by delivery of a facsimile or PDF.

10.5          The provisions of this Subscription Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Subscription Agreement and this Subscription Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely affect the economic rights of either party hereto.

10.6          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.

10.7          All communications hereunder shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as FedEx, or sent via facsimile and confirmed by letter, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:

To the Company: as set forth on the signature page hereto.

To Investor: as set forth on the signature page hereto.

All notices hereunder shall be effective upon receipt by the party to which it is addressed.

10.8          This Subscription Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. To the extent determined by such court, the prevailing party shall reimburse the other party for any reasonable legal fees and disbursements incurred in enforcement of, or protection of any of its rights under this Subscription Agreement.

[ Signature Pages Follow. ]

IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement effective as of the date first written above.

Address for Notice:

Trunity Holdings, Inc.

15 Green Street

Newburyport, MA 01950

Attention: Terry Anderton, CEO

Fax: (603) 218-6006

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

Robert B. Macaulay, Esq.

Carlton Fields, P.A.

Miami Tower

100 SE Second Street, Suite 4200

Miami, FL 33131

Fax: (305) 530-0055

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Name and address in which the Shares should be registered:

Name: Pan-African Investment Company, LLC

Address: 52 Vanderbilt Avenue, Suit 401

New York, New York 10017

Address for Notice:

Pan-African Investment Company, LLC

52 Vanderbilt Avenue, Suite 401

New York, NY 10017

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

Reed Smith, LLP

599 Lexington Avenue, 22 ^nd Floor 

New York, New York 10022

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Exhibit B

WARRANT

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 (1) 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, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (2) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

TRUNITY HOLDINGS, INC.

Warrant To Purchase Common Stock

Warrant No. : PIC-001
Number of Shares of Common Stock: 2,500,000
Date of Issuance : June 5, 2013 (“ Issuance Date ”)

Trunity Holdings, Inc., a Delaware corporation (the “ Company ”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PAN-AFRICAN INVESTMENT COMPANY, LLC, the registered holder hereof (the “ Buyer ”) or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after June 5, 2013, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), Two Million Five Hundred Thousand (2,500,000) fully paid nonassessable shares of Common Stock (as defined below) (the “ Warrant Shares ”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16 hereof. This Warrant (including all Warrants issued in exchange, transfer or replacement hereof, the “ Warrants ”) is the Warrant issued pursuant to that certain Subscription Agreement, dated as of May 28, 2013 (the “ Subscription Date ”), by and among the Company and the Buyer referred to therein (the “ Subscription Agreement ”).

1.             EXERCISE OF WARRANT .

(a)           Mechanics of Exercise .   Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(e)) and Section 17, this Warrant may be exercised by the holder of this Warrant on any day on or after June 5, 2013, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “ Exercise Notice ”), of the holder of this Warrant’s election to exercise this Warrant and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “ Aggregate Exercise Price ”) in cash or wire transfer of immediately available funds. The holder of this Warrant shall not be required to deliver

the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (the “ Exercise Delivery Documents ”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the holder of this Warrant and the Company’s transfer agent (the “ Transfer Agent ”). On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “ Share Delivery Date ”), the Company shall upon the request of the holder of this Warrant, credit such aggregate number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise to the holder of this Warrant’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. Upon delivery of the Exercise Notice and Aggregate Exercise Price, the holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

(b)           Exercise Price .   For purposes of this Warrant, “ Exercise Price ” means $1.00, subject to adjustment as provided herein.

(c)           Company’s Failure to Timely Deliver Securities .   If the Company shall fail for any reason or for no reason to issue to the holder of this Warrant within three (3) Business Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the holder of this Warrant is entitled and register such shares of Common Stock on the Company’s share register or to credit the holder of this Warrant’s balance account with DTC for such number of shares of Common Stock to which the holder of this Warrant is entitled upon the holder of this Warrant’s exercise of this Warrant, then, in addition to all other remedies available to the holder of this Warrant, the Company shall pay in cash to the holder of this Warrant on each day after such third Business Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 1.0% of the product of (A) the sum of the number of shares of Common Stock not issued to the holder of this Warrant on a timely basis and to which the holder of this Warrant is entitled and (B) the Closing Sale Price of the shares of Common Stock on the trading day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the holder of this Warrant without violating Section 1(a) . In addition to the foregoing, if within three (3) trading days after the Company’s receipt of the facsimile copy of an Exercise Notice (the “ Deadline Date ”) the Company shall fail to issue and deliver a certificate to the holder of this Warrant and register such shares of Common Stock on the Company’s share register or credit the holder of this Warrant’s balance account with DTC for the number of shares of Common

Stock to which the holder of this Warrant is entitled upon such holder’s exercise hereunder, and if on or after such trading day the holder of this Warrant purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of this Warrant of shares of Common Stock issuable upon such exercise that the holder of this Warrant anticipated receiving from the Company (a “ Buy-In ”), then the Company shall, within five (5) Business Days after Buyer’s request, promptly honor its obligation to deliver to Buyer a certificate or certificates representing such shares of Common Stock and pay cash to Buyer in an amount equal to the excess (if any) of Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock purchased in such Buy-In over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Buyer, Buyer shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Buyer in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Buyer’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Buyer a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Buyer in an amount equal to (i) Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to the Buyer pursuant to the second sentence of this Section 1(c), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate.

(d)           Disputes .   In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the holder of this Warrant the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12 .

2.             ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES .   The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a)           Adjustment upon Subdivision or Combination of Shares of Common Stock .   If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalisation or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)           Other Events .   If any event occurs of the type contemplated by the provisions of this Section 2 , but not expressly provided for by such provisions (other than an Excluded Security), then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the holder of this Warrant; provided ; that no such adjustment pursuant to this Section 2(b) shall be intended to have the

ultimate effect of increasing the Exercise Price or decreasing the number of Warrant Shares as otherwise determined pursuant to this Section 2 .

3.             RIGHTS UPON DISTRIBUTION OF ASSETS .   If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, or other similar transaction) (a “ Special Distribution ”), at any time after the issuance of this Warrant, then, in each such case:

(a)           any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of Common Stock entitled to receive the Special Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Closing Bid Price of the Common Stock on the trading day immediately preceding such record date minus the value of the Special Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator shall be the Closing Bid Price of the Common Stock on the trading day immediately preceding such record date; and

(b)           the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately upon exercise of this Warrant prior to the close of business on the record date fixed for the determination of holders of Common Stock entitled to receive the Special Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding paragraph (a); provided that in the event that the Special Distribution is of common stock) (“ Other Shares of Common Stock ”) of a company whose stock is traded on a national securities exchange or a national automated quotation system, then the holder of this Warrant may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the holder of this Warrant pursuant to the Special Distribution had the holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Special Distribution pursuant to die terms of the immediately preceding paragraph (a) and the number of Warrant Shares calculated in accordance with the first part of this paragraph (b).

4.             PURCHASE RIGHTS: FUNDAMENTAL TRANSACTIONS.

(a)           Purchase Rights .   In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “ Purchase Rights ”), then the holder of this Warrant will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder of this Warrant could have acquired if the holder of this Warrant had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(b)           Fundamental Transactions .   If the Company enters into or is party to a Fundamental Transaction, then the holder of this Warrant shall have the right to either (A) purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets (including cash) as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity and holder of this Warrant to comply with the provisions of this Section 4(b) . The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the exercise of this Warrant.

5.              NONCIRCUMVENTION .   The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the holder of this Warrant. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding including any indeterminate number of shares issuable pursuant to die provisions thereof (without regard to any limitations on exercise).

6.             WARRANT HOLDER NOT DEEMED A STOCKHOLDER .   Except as otherwise specifically provided herein, no holder of this Warrant, solely in such Person’s capacity as a holder of this Warrant, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the holder hereof, solely in such Person’s capacity as a holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the holder of this Warrant of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6 , the Company shall provide the holder of this Warrant with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders, except for those notices and other information contained within filings made with the SEC and available on the SEC’s EDGAR system.

7.             REISSUANCE OF WARRANTS.

(a)           Transfer of Warrant .   If this Warrant is to be transferred, the holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the holder of this Warrant a new Warrant (in accordance with Section 7(d)), registered as the holder of this Warrant may request, representing the right to purchase the number of Warrant Shares being transferred by the holder of this Warrant and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the holder of this Warrant representing the right to purchase the number of Warrant Shares not being transferred.

(b)           Lost, Stolen or Mutilated Warrant .   Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder of this Warrant to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the holder of this Warrant a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

(c)           Warrant Exchangeable for Multiple Warrants .   This Warrant is exchangeable, upon the surrender hereof by the holder of this Warrant at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the holder of this Warrant at the time of such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given.

(d)           Issuance of New Warrants .   Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c) , the Warrant Shares designated by the holder of this Warrant which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

8.             NOTICES .   Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 10.6 of the Subscription Agreement. The Company shall provide the holder of this Warrant with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the holder of this Warrant (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in

each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to such holder.

9.              AMENDMENT AND WAIVER .   Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Buyer; provided ; that no such action may increase the exercise price of any Warrant or decrease the number of shares or class of stock obtainable upon exercise of any Warrant without the written consent of the holder of this Warrant. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Warrants then outstanding.

10.            SEVERABILITY .   If any provision of this Warrant or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the terms of this Warrant will continue in full force and effect.

11.            GOVERNING LAW .   This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

12.            CONSTRUCTION; HEADINGS .   This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

13.            DISPUTE RESOLUTION .   In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the holder of this Warrant. If the holder of this Warrant and the Company, acting in good faith, are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination or arithmetic calculation being submitted to the holder of this Warrant, then the Company shall, within Five (5) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the holder of this Warrant or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause, at its expense, the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the holder of this Warrant of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

14.            REMEDIES OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF .   The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the holder of this Warrant to pursue actual damages for any failure by the Company to comply

with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holder of this Warrant and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

15.           TRANSFER .   This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.

16.           CERTAIN DEFINITIONS .   For purposes of this Warrant, the following terms shall have the following meanings:

(a)           “ Approved Stock Plan ” means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company’s securities, stock appreciation rights, phantom rights or other rights with equity features may be issued to any employee, officer, director or consultant for services provided to the Company.

(b)           “ Bloomberg ” means Bloomberg Financial Markets.

(c)           “ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(d)           “ Closing Bid Price ” and “ Closing Sale Price ” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “ pink sheets ” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the holder of this Warrant. If the Company and the holder of this Warrant are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 . All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(e)           “ Common Stock ” means (i) the Company’s shares of Common Stock, $0.0001 par value per share, and (ii) any capital stock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.

(f)           “ Convertible Securities ” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Common Stock.

(g)           “ Excluded Securities ” means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon exercise of the Warrants; (iii) to a non-financial institution in connection with a license agreement, joint venture, development agreement or strategic partnership, the primary purpose of which is not to raise equity capital; (iv) pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter which generates gross proceeds to the Company in excess of $30,000,000 (other than “ equity lines ”); (v) in connection with any acquisition by the Company, whether through an acquisition of stock or a merger of any business, assets or technologies the primary purpose of which is not to raise equity capital in an amount not to exceed, in the aggregate, 25% of the outstanding shares of Common Stock in any calendar year; and (vi) upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date.

(h)           “ Expiration Date ” means the date twenty-four months after the Issuance Date or if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “ Holiday ”), the next date that is not a Holiday.

(i)           “ Fundamental Transaction ” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into another Person (except if the Company is the surviving corporation and its stockholders prior to the merger or consolidation own at least 50% of the successor to the merger or consolidation), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination).

(j)           “ Options ” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(k)           “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(l)           “ Principal Market ” means the National Association of Securities Dealers Over the Counter Bulletin Board.

17.            LIMITATIONS ON EXERCISES AND EXCHANGES . Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable or exchangeable by

the holder of this Warrant to the extent (but only to the extent) that such holder or any of its affiliates would own, beneficially and of record, in excess of 9.9% (the “ Maximum Percentage ”) of the issued and outstanding shares of Common Stock following such exercise. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable or convertible or exchangeable (vis-à-vis other convertible, exercisable or exchangeable securities owned (beneficially and of record) by the holder of this Warrant or any of its affiliates) and of which such securities shall be exercisable or exchangeable (as among all such securities owned (beneficially and of record) by such holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise or convert or exchange this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability or convertibility or exchangeability. For the purposes of this paragraph, ownership (beneficially and of record) and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant (including in connection with any warrant issued in connection with Section 1(a) of this Warrant). The holders of Common Stock shall be third-party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock including the consent of the holder of this Warrant. For any reason at any time, upon the written or oral request of the holder of this Warrant, the Company shall within three (3) Business Days confirm orally and in writing to such holder, the number of shares of Common Stock then issued and outstanding, including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into Common Stock, including, without limitation, pursuant to this Warrant.

[Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER OF THIS
WARRANT

TRUNITY HOLDINGS, INC.

The undersigned holder hereby exercises the right to purchase _______ of the shares of Common Stock (“ Warrant Shares ”) of TRUNITY HOLDINGS, INC., a Delaware corporation (the “ Company ”), evidenced by the attached Warrant to Purchase Common Stock (the “ Warrant ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1.          Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $__________ to the Company in accordance with the terms of the Warrant.

2.          Delivery of Warrant Shares. Pursuant to this exercise, the Company shall deliver to the holder ___________ Warrant Shares in accordance with the terms of the Warrant.

Please issue the Warrant Shares in the following name and to the following address:

Issue to:

Account Number:

(if electronic book entry transfer)

DTC Participant Number:

(if electronic book entry transfer)

Date: ________________ __, _________

___________________________________

Name of Registered holder of this Warrant

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs the Transfer Agent to issue the above indicated number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated [________ ____, 20__ from the Company and acknowledged and agreed to by Transfer Agent.

FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___ the right represented by the within Warrant to purchase ___ shares of Common Stock of Trunity Holdings, Inc. to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of Trunity Holdings, Inc. with full power of substitution in the premises.

  Exhibit C

EXECUTION VERSION

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “ Agreement ”) is made and entered into as of this 5 ^th day of June, 2013, by and among Trunity Holdings, Inc., a Delaware corporation (the “ Company ”), each of the investors listed on Schedule A hereto (the “ Investors ”) and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders or any transferees, who become parties hereto as “ Key Holders ” pursuant to Section 5.2 , the “ Key Holders ”, and together with the Investors, collectively the “ Stockholders ”).

RECITALS

WHEREAS , concurrently with the execution of this Agreement, the Company and the Investors are entering into separate subscription agreements (the “ Subscription Agreements ”), to purchase shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) together with warrants (the “ Warrants ”) to purchase Common Stock; and

WHEREAS , in connection with the execution and delivery of the Subscription Agreements, the parties desire to provide the Investors with the right, among other rights, to designate the election of certain members of the board of directors of the Company (the “ Board ”) in accordance with the terms of this Agreement; and

WHEREAS , in order to induce the Investors to enter into the Subscription Agreements and to invest funds in the Company pursuant to such Subscription Agreements, the Stockholders and the Company desire to enter into this Agreement.

NOW, THEREFORE, the parties agree as follows:

1.1         Size of the Board . Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at five directors and may be increased only with the written consent of (a) PIC (as defined below) and (b) Stockholders holding at least 50% of the shares of Common Stock then issued and outstanding. For purposes of this Agreement, the term “ Shares ” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

1.2         Board Composition . Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, for one person designated by Pan-African Investment Company, LLC (“ PIC ”) to serve as a member of the Company’s Board, which individual shall

initially be Dana M. Reed, for so long as PIC and its Affiliates continue to own beneficially at least 2% of the issued and outstanding shares of Common Stock of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. To the extent that the foregoing sentence shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all of the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s certificate of incorporation (the “ Certificate ”).

For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “ Person ”) shall be deemed an “ Affiliate ” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

1.3         Failure to Designate a Board Member . In the absence of any designation by PIC as specified in Section 1.2 , the director previously designated by it and then serving shall be nominated for reelection at the Company’s next annual meeting of stockholders if still eligible to serve as provided herein.

1.4         Removal of Board Members . Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(a)           no director elected pursuant to Section 1.2 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person entitled under Section 1.2 to designate that director or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director;

(b)           any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 shall be filled pursuant to the provisions of this Article 1 ; and

(c)           upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed.

All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

1.5         No Liability for Election of Recommended Directors . No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

2.           Vote to Increase Authorized Common Stock . Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all Warrants outstanding at any given time.

3.1         Covenants of the Company . The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided in this Agreement.

3.2         Specific Enforcement . Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

3.3         Remedies Cumulative . All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

4.           Term .   This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate at the time when neither PIC nor its Affiliates hold beneficially or of record, at least two percent (2%) of the issued and outstanding shares of Common Stock of the Company.

5.1         Additional Parties .  Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common Stock after the date hereof, as a condition to the issuance of such shares, the Company shall require that any purchaser of Common Stock in an amount leaving such purchaser with over 0.5% of the shares issued and outstanding of Common Stock of the Company become a party to this Agreement by executing and delivering (a) the Adoption Agreement attached to this Agreement as Exhibit A , or (b) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement.

5.2         Transfers .    Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A . Upon the execution and delivery of an Adoption

Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 5.2 . Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 5.12 .

5.3         Successors and Assigns .   The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.4         Governing Law .   This Agreement shall be governed by the internal law of the State of New York.

5.5         Counterparts .     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5.6         Titles and Subtitles .    The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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

If to any other Stockholder, to its address and facsimile number set forth on Schedule A or Schedule B, as applicable or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (a), (b) or (c) above, respectively.

5.7         Consent Required to Amend, Terminate or Waive .   This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (i) the Company; (ii) PIC and (iii) the holders of no less than 50% of the shares of Common Stock of the Company then issued and outstanding. Notwithstanding the foregoing:

(a)           this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, termination or waiver applies to all Investors or Key Holders, as the case may be, in the same fashion;

(b)           the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; and

(c)           any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party.

The Company shall give prompt written notice of any amendment, termination or waiver here-under to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 5.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Section 5.8 , the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

5.8         Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

5.9         Severability .   The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

5.10       Entire Agreement .   This Agreement (including the exhibits and schedules hereto), the Certificate and the other Transaction Documents (as defined in the Subscription Agreements) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

5.11       Legend on Share Certificates .   Each certificate representing any Shares issued after the date hereof shall be endorsed by the Company with a legend reading substantially as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Section 5.12 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 5.12 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

5.12       Stock Splits, Stock Dividends, etc . In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 5.12 .

5.13       Manner of Voting . The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

5.14       Further Assurances .   At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

5.15       Dispute Resolution .   The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

5.16      WAIVER OF JURY TRIAL .    EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE

SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.   Costs of Enforcement .  If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

5.18       Aggregation of Stock .  All Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.

SIGNATURE PAGE TO VOTING AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date written adjacent to such parties’ signature page.

SIGNATURE PAGE TO VOTING AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date written adjacent to such parties’ signature page.

SIGNATURE PAGE TO VOTING AGREEMENT

Exhibit D

EXECUTION VERSION

INVESTORS’ RIGHTS AGREEMENT

THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 5th day of June, 2013 , by and among Trunity Holdings, Inc., a Delaware corporation (the “ Company ”) and each of the investors listed on Schedule A hereto.

RECITALS

WHEREAS , the Company is party to a separate subscription agreement with each of the Investors (the “ Subscription Agreements ”), dated on or about the date hereof, to purchase shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) together with warrants (the “ Warrants ”) to purchase Common Stock (the “Warrant Shares”); and

WHEREAS , in order to induce the Company to enter into the Subscription Agreements and to induce the Investors to invest funds in the Company pursuant to such Subscription Agreements, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement.

NOW, THEREFORE , the parties hereby agree as follows:

1.             Definitions . For purposes of this Agreement:

1.1           “ Affiliate ” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

1.2           “ Holder ” means any holder of Registrable Securities who is a party to this Agreement.

1.3            “ Immediate Family Member ” means a child , stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

1.4           “ Lead Investor ” means Pan-African Investment Company, LLC, a Delaware limited liability company.

1.5           “ Lead Investor Director ” means any director of the Company that the Lead Investor is entitled to elect pursuant to the Company’s Certificate of Incorporation or

written instrument by and among the Company, Lead Investor and other shareholders of the Company party thereto.

1.6           “ New Securities ” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

1.7            “ Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity .

1.8           “ Registrable Securities ” means each of the Shares and Warrant Shares.

1.9           “ SEC ” means the Securities and Exchange Commission.

1.10         “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

2.             Rights to Future Stock Issuances .

2.1           Right of First Offer . Subject to the terms and conditions of this Section 2.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor (which for purposes hereof, shall include any transferee thereof). An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself and (ii) its permitted transferees.

(a)          The Company shall give written notice (the “ Offer Notice ”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b)          By notification to the Company within thirty (30) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Warrants then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and /or exercise , as applicable, of all Warrants ). At the expiration of such thirty (30) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “ Fully Exercising Investor ”) of any other Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving written notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Warrants then held, by such Fully Exercising

Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Warrants then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 2.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 2.1(c) .

(c)          If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 2.1(b) , the Company may, during the period following the expiration of the periods provided in Section 2.1(b) , offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 2.1 .

(d)          The right of first offer in this Section 2.1 shall not be applicable to (i) shares of Common Stock reserved under existing employee incentive share pools and (ii) New Securities issued pursuant to acquisitions by the Company.

2.2            Termination . The covenants set forth in Section 2.1 shall terminate and be of no further force or effect thirty-six (36) months after the date hereof.

3.             Additional Covenants .

3.1            Insurance . Within five (5) business days of the date hereof, the Company shall file an application (together with applicable payment of premiums), and otherwise use its commercially reasonable efforts, to obtain from financially sound and reputable insurers Directors and Officers liability insurance covering the Lead Investor Director, in an amount no less than three million dollars ($3,000,000) and on terms and conditions satisfactory to the Lead Investor, and will use commercially reasonable efforts to cause such insurance policies to be maintained until the earlier of (a) such time as the Lead Investor no longer has a contractual (or other) right to elect a member of the Company’s Board of Directors or (b) the Lead Investor consents to a modification or discontinuance of such insurance. The Directors and Officers liability insurance policy shall not be cancelable by the Company without prior approval by the Board of Directors (including the Lead Investor Director).

3.2            Successor Indemnification . If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.

4.             Miscellaneous .

4.1            Successors and Assigns . The rights under this Agreement may be assigned ( but only with all related obligations ) by a Holder to a transferee of Registrable Securities that (a) is an Affiliate of a Holder or (b) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members provided , however , that (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (ii) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (A) that is an Affiliate or stockholder of a Holder; (B) who is a Holder’s Immediate Family Member; or (C) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

4.2            Governing Law . This Agreement shall be governed by the internal law of the State of New York.

4.3            Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

4.4            Headings . The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

4.5            Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (c) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 4.5 . If notice is

given to the Company, a copy shall also be sent to Carlton Fields, P.A. Miami Tower, 100 SE Second Street, Suite 4200, Miami, FL 33131, Attention: Robert Macaulay.

4.6            Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding which consent shall include the consent of the Lead Investor; provided , that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party . Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 4.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

4.7            Severability . In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

4.8            Entire Agreement . This Agreement (including any schedules and exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

4.9            Dispute Resolution . The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

4.10          WAIVER OF JURY TRIAL . EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

4.11          Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

4.12          Acknowledgment . The Company acknowledges that the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Signature Page to Investors’ Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below.

Dated: June 5, 2013

Signature Page to Investors’ Rights Agreement

Exhibit E

EXECUTION VERSION

TRUNITY HOLDINGS, INC.
REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “ Agreement ”) is made and entered into as of June 5, 2013 by and between Trunity Holdings, Inc., a Delaware corporation (the “ Company ”), and Pan-African Investment Company, LLC, a Delaware limited liability company (together with any permitted transferee, the “ Purchaser ”) and party to that certain Subscription Agreement by and between the Company and the Purchaser, dated as of an even date herewith (the “ Subscription Agreement ”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreement.

The parties hereby agree as follows:

As used in this Agreement, the following terms shall have the following meanings:

“ Prospectus ” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

“ Register ,” “ registered ” and “ registration ” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the Securities Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.

“ Registrable Securities ” means the Shares and Warrant Shares and any capital stock of the Company issued or issuable with respect to the Shares and Warrant Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event otherwise; provided , that , a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale by the Purchaser pursuant to Rule 144 without volume restrictions.

“ Registration Statement ” means any registration statement of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

Statement on Form S-3 (or such other form as is then available to the Company), covering the resale of the Registrable Securities. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Purchaser and one counsel of its choice prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make payments (in cash or in shares of Common Stock at $0.40 per Share at the Purchaser’s option) to Purchaser, as liquidated damages and not as a penalty, in an amount equal to 0.025% of the aggregate amount invested by Purchaser for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. The filing of the Registration Statement shall terminate the existence of any event giving rise to the payment of liquidated damages pursuant to the foregoing sentence. Such payments shall constitute the Purchaser’s exclusive monetary remedy for such events, but shall not affect the right of the Purchaser to seek injunctive relief. Such payments shall be made to Purchaser in cash no later than ten (10) days after the end of each 30-day period.

or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below), then the Company will make payments (in cash or in shares of Common Stock at $0.40 per Share at the Purchaser’s option) to Purchaser, as liquidated damages and not as a penalty, in an amount equal to 0.025% of the aggregate amount invested by Purchaser for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “ Blackout Period ”). Such payments shall constitute the Purchaser’s exclusive monetary remedy for such events, but shall not affect the right of the Purchaser to seek injunctive relief. The amount payable as liquidated damages pursuant to this paragraph shall be paid monthly within 10 days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. The Blackout Period shall expire upon the declaration of effectiveness by the SEC of the Registration Statement (if the Blackout Period is covered by clause (A) of this Section 2(C) ) or the date on which sale pursuant to the Registration Statement may resume (if the Blackout Period is covered by clause (b) of this Section 2(C) ). Such payments shall be made to Purchaser in cash no later than (10) days after the end of each 30-day period.

where it would not otherwise be required to qualify but for this Section 3(f) , (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f) , or (iii) file a general consent to service of process in any such jurisdiction;

available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner (including any applicable extension periods) all reports and other documents required of the Company under the Exchange Act.

successors and assigns, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “ Blue Sky Application ”); (iii) the omission or alleged omission to state in a Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on Purchaser’s behalf and will reimburse Purchaser, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) Purchaser’s failure to comply with the prospectus delivery requirements of the Securities Act, (ii) the use by Purchaser of an outdated or defective Prospectus after the Company has notified Purchaser in writing that the Prospectus is outdated or defective, or (iii) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Purchaser or any such controlling person in writing specifically for use in such Registration Statement or Prospectus or Blue Sky Application.

or omission is contained in any information furnished in writing by Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application or (2) such information relates to Purchaser or Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Purchaser expressly for use in a Registration Statement (it being understood that the Purchaser has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Purchaser in connection with any claim relating to this Section 5 and the amount of any damages Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by Purchaser.

Subject to the terms of this Agreement, all reasonable fees and expense of an indemnified party (including reasonable fees and expenses to the extent incurred in connection with

investigating or preparing to defend such proceeding in a manner not inconsistent with this Section 5 ) shall be paid to the indemnified party, as incurred; provided , that the indemnified party shall promptly reimburse the indemnifying party for that portion of such fees and expenses applicable to such actions for which it is finally judicially determined (not subject to appeal) such indemnified party is not entitled to indemnification hereunder.

business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Purchaser in connection with such transaction unless such securities are otherwise freely tradable by the Purchaser after giving effect to such transaction.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned have caused this Registration Rights Agreement to be duly executed by its authorized signatory as of the date first indicated above.

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

Carton Fields P.A.

Robert B. Macaulay, Esq.

Miami Tower

100 SE Second Street, Suite 4200

Miami, FL 33131

Fax: (305) 530-0055

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

IN WITNESS WHEREOF, the undersigned has caused this Registration Rights Agreement to be duly executed by its authorized signatories as of the date first indicated above.

PAN-AFRICAN INVESTMENT COMPANY, LLC

By: /s/ Dana M. Reed                                  
Name: Dana M. Reed                                   
Its: Co-Chief Executive Officer                   

Address for Notice:

Pan-African Investment Company, LLC

52 Vanderbilt Avenue, Suite 401

New York, NY 10017

Facsimile:     (212) 425-4199

Attention:     Dana M. Reed, Co-CEO

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

[ Registration Rights Agreement ]

Exhibit F

Dana Reed

Co-CEO

Pan-African Investment Company, LLC

52 Vanderbilt Avenue

New York, NY 10017

RE:       MEMORANDUM OF UNDERSTANDING REGARDING TRUNITY HOLDINGS INC. AND PIC PARTNERS

Dear Ms. Reed:

This Memorandum of Understanding, or MOU, dated April 16, 2013, is intended to summarize our understanding with respect to the arrangement between Pan-African Investment Company, LLC (“PIC”), on the one hand, and Trunity Holdings, Inc. (“Trunity”) on the other hand, in connection with the introduction of Trunity’s educational offerings to countries located on the African continent (each of PIC and Trunity may be referred to as a “Party” or collectively as the “Parties”). Both PIC and Trunity seek to improve the quality of education on the African continent which both parties believe will subsequently improve the general quality of life and believe Trunity’s learning management system and platform provide that opportunity and want to work together to introduce it to as many countries in Africa as possible.

Notwithstanding any other provision of this MOU to the contrary, this MOU, and any contractual obligations contemplated by the MOU shall only become effective upon the execution of a definitive stock subscription agreement totaling not less than SEVEN HUNDRED AND FIFTY THOUSAND US DOLLARS ($750,000) by PIC, or a designated affiliate, in Trunity stock (the “Trunity Purchase Agreement”) which execution is intended to occur contemporaneously with the execution of this MOU (the “Effective Date”). If the Trunity subscription agreement is not executed, this MOU shall be null, void, and of no further force or effect.

The terms of the arrangement:

1.           Exclusivity - For a period of seven (7) years from the Effective Date of this MOU, PIC shall have the exclusive right to introduce Trunity’s services to the governments of each of the countries on the African continent. Such introductions shall be made for the purpose of improving, modernizing, and providing a sustainable education platform for African countries.

The list of such countries where an introduction has been made (an “Introduced Country” or in the plural “Introduced Countries”) shall be recorded in Schedule A which shall be amended from time to time to include all such countries where PIC shall be entitled to compensation in accordance with the provisions hereof. Introduced Countries will also include any country which PIC has identified as a viable future target for Trunity services and has presented a reasonably detailed plan for delivering Trunity services to that country. Trunity agrees that it will not seek to work with any countries in Africa outside of its relationship with PIC provided, however, that unless a Joint Venture is formed as per Section 5 below, PIC or a designee of PIC must reasonably be able to perform the services reasonably required by Trunity to manage any African country relationship in order for such a country to become an Introduced Country under this MOU.

2.           Compensation -  For all Introduced Countries in which Trunity secures contracts for its services, PIC shall receive 7% of Gross Revenue paid to Trunity (“Introduction Fee”) provided that the Introduced Country engages Trunity after PIC’s introduction and for so long as Trunity’s services are offered within the Introduced Country.

3.           Adjustments   -  All of the terms of this MOU, including compensation, are subject to adjustment if it is reasonably determined by the Parties that applying such term(s) would be unconscionable if implemented or would cause either Party undue harm.

4.           Definition of Gross Revenue – Gross Revenue is defined as all compensation received by Trunity, or its affiliates, in respect of Trunity’s services in an Introduced Country less all reasonable and customary, out-of-pocket expenses actually incurred by Trunity directly related to securing the contract for services in such Introduced Country. Expenses incurred in performing contracts in Introduced Countries will not be taken into account in the calculation of Gross Revenue.

5.           Joint Ventures/Responsibilities -  The Parties will enter into Joint Ventures for delivering Trunity services to Introduced Countries if the Parties determine it is advantageous to do so. For each Joint Venture created, the individual material terms including budgets, expenses, compensation, strategy and responsibilities, will be negotiated in good faith by the Parties on a case by case basis. For the avoidance of doubt, in Introduced Countries where a Joint Venture is established between the Parties, the Introduction Fee will not be due and all compensation matters will be addressed in the Joint Venture agreement.

As for responsibilities between the Parties generally, PIC will focus on existing relationships and developing relationships with African countries seeking to improve their educational systems and then develop optimal structures for introducing Trunity’s services to such countries. Trunity will focus on technology, operations and successfully delivering services to the Introduced Countries and then supporting the implementation of their platform.

6.           Tax Treatment  -  Trunity has not represented or indicated to PIC the tax treatment associated with matters discussed in this MOU and has recommended that PIC seek the advice of its own tax counsel. Without limiting the generality of the foregoing, each party shall be responsible for all federal, state and local income taxes, withholding, excise taxes, penalties and/or interest associated with the services provided in Introduced Countries.

7.          THE MATTERS DESCRIBED IN THIS MOU SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO OR APPLICATION OF ITS CONFLICTS OF LAWS PRINCIPLES. EACH OF PIC AND TRUNITY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THE MATTERS DESCRIBED IN THIS MOU OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF.

8.          Each party hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for Delaware for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

9.          The invalidity or unenforceability of any provision of this MOU shall not affect the validity or enforceability of any other provision of this MOU, which shall remain in full force and effect. If any covenant contained in this MOU should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

10.        This MOU, constitutes the complete embodiments of the entire arrangement and understanding between PIC and Trunity related to the subject matter hereof and supersedes and preempts any prior or contemporaneous memoranda, understandings, agreements, or representations by or between PIC and Trunity relating to the provision of Trunity services to African countries. No amendments or supplements to the arrangement described in this MOU may be made except by a writing signed by all parties. Nothing in this MOU, express or implied, is intended to confer upon a third party any rights or remedies under or by reason of the arrangement described in this MOU.

11.        This MOU may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same document. Counterparts delivered by facsimile or electronic mail shall be deemed the same as delivery of an original counterpart.

12.        Except as provided herein, the waiver by either party of the other party’s prompt and complete performance, or breach or violation, of any aspect of the arrangement described in this MOU shall not operate nor be construed as a waiver of any subsequent breach or violation, and the failure by any party to exercise any right or remedy which it may possess under the arrangement described in this MOU shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

Please indicate your understanding and acceptance of the matters described in this MOU by signing in the appropriate space below, whereupon this MOU will constitute a binding agreement among each of PIC and Trunity.

Sincerely,

Agreed to and accepted

as of the date set forth below.

Exhibit G

Members, Managers and Executive Officers

The following sets forth information with respect to the members, managers and executive officers of the Reporting Persons, as applicable. Capitalized terms used herein without definition have the meanings assigned thereto in the Schedule 13D to which this Exhibit G relates.

Each of the members, managers and executive officers listed above in this Exhibit G disclaim beneficial ownership of all of the Shares and other securities of the Issuer included in this Schedule 13D, and the filing of this Schedule 13D shall not be construed as an admission that any such person is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose .

Exhibit H

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D, dated July 25, 2013 (the “ Schedule 13D ”), with respect to the common stock, par value $0.001 per share, of Trunity Holdings, Inc., a Delaware corporation, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

DATED: July 25, 2013

Exhibit I

POWER OF ATTORNEY

Know all by these presents , that the undersigned hereby constitutes and appoints David H. Gerson the undersigned’s true and lawful attorney-in-fact to:

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act or Rule 144 under the Securities Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25 ^th day July, 2013.