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Jin Jie – Legal Opinion (August 17th, 2017)
Staffing 360 Solutions, Inc. – Neither This Note, Nor Any Securities Constituting Interest Conversion Shares (Defined Below) That May Be Issued as Provided Herein, Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the S (August 8th, 2017)

The indebtedness and securities evidenced hereby are subordinated in accordance with and subject to the terms of that certain Subordination Agreement (as amended, restated, supplemented or modified from time to time, the "Subordination Agreement"), dated as of January 25, 2017, by and among Jackson Investment Group, LLC, a Georgia limited liability company, ("Subordinated Lender"), Staffing 360 Solutions, Inc., a DELAWARE corporation ("Parent"), certain of the Parent's subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, "Senior Agent") for the Senior Lenders (as defined in the Subordination Agreement), AS AMENDED BY AMENDMENT NO. 1 DATED APRIL 5, 2017, and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.

Jin Jie – Legal Opinion (July 24th, 2017)
IWEB, Inc. – Re: Legal Opinion on Certain Thai Law Matters (May 15th, 2017)

We are lawyers qualified in the Kingdom of Thailand ("Thailand," which, for the purpose of this opinion, shall cover all of Thailand Territory) and, as such, are qualified to issue this opinion on Thai Laws (as defined below).

Fluid Solutions – Neither These Securities Nor the Securities Into Which These Securities Are Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicab (April 26th, 2017)

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debentures of CODE GREEN APPAREL CORP (the "Company"), a Nevada corporation, due January 12, 2017 (the "Debenture").

Lifelogger Technologies Corp – Neither This Security Nor the Securities Into Which This Security Is Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable Stat (April 17th, 2017)

THIS 10% CONVERTIBLE PROMISSORY NOTE (the "Note"). is a duly authorized and validly issued convertible note of Lifelogger Technologies Corp., a Nevada corporation, (the "Company"), having its principal place of business at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410.

Lifelogger Technologies Corp – Neither This Security Nor the Securities Into Which This Security Is Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable Stat (April 17th, 2017)

THIS 10% CONVERTIBLE PROMISSORY NOTE (the "Note"). is a duly authorized and validly issued convertible note of Lifelogger Technologies Corp., a Nevada corporation, (the "Company"), having its principal place of business at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410.

Staffing 360 Solutions, Inc. – Neither This Note, Nor Any Securities Constituting Interest Conversion Shares (Defined Below) That May Be Issued as Provided Herein, Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the S (April 6th, 2017)

The indebtedness and securities evidenced hereby are subordinated in accordance with and subject to the terms of that certain Subordination Agreement (as amended, restated, supplemented or modified from time to time, the "Subordination Agreement"), dated as of January 25, 2017, by and among Jackson Investment Group, LLC, a Georgia limited liability company, ("Subordinated Lender"), Staffing 360 Solutions, Inc., a Nevada corporation ("Parent"), certain of the Parent's subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, "Senior Agent") for the Senior Lenders (as defined in the Subordination Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.

Staffing 360 Solutions, Inc. – Neither This Note, Nor Any Securities Constituting Interest Conversion Shares (Defined Below) That May Be Issued as Provided Herein, Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the S (January 31st, 2017)

The indebtedness and securities evidenced hereby are subordinated in accordance with and subject to the terms of that certain Subordination Agreement (as amended, restated, supplemented or modified from time to time, the "Subordination Agreement"), dated as of January 25, 2017, by and among Jackson Investment Group, LLC, a Georgia limited liability company, ("Subordinated Lender"), Staffing 360 Solutions, Inc., a Nevada corporation ("Parent"), certain of the Parent's subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, "Senior Agent") for the Senior Lenders (as defined in the Subordination Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.

Spring Bank Pharmaceuticals, Inc. – Neither This Security Nor the Securities Into Which This Security Is Exercisable Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The Securities Act), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable State (November 21st, 2016)

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, (the Holder), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including without limitation Section 3(c), at any time on or after the date that is six months and one day after the date hereof and on or prior to 5:00 p.m. (New York time) on , 2021 (the Expiry Time) but not thereafter, to subscribe for and purchase from Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the Company), up to shares (the Warrant Shares) of Common Stock, par value $0.0001 per share, of the Company (the Common Stock), subject to adjustment as provided herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Natural Destiny Inc. – Legal Opinion (May 13th, 2016)

We have acted as qualified lawyers of People's Republic of China ("PRC') for Natural Destiny, Inc., Natural Destiny (HK) Co. Limited (Ye Zhi Yuan (Xiang Gang )You Xian Gong Si ), Shanghai You Yue Trading Co., Ltd. (Shang Hai You Yue Mao Yi You Xian Gong Si ) (the "WFOE") and Hangzhou Yezhiyuan Agricultural Development Co., Ltd. (Hang Zhou Ye Zhi Yuan Nong Ye Fa Zhan You Xian Gong Si ) (the "Yezhiyuan") (the WFOE and Yezhiyuan are collectively known as the "PRC Entities" ) in connection with the transactions contemplated under the contractual arrangements described in Schedule I, by and among the foregoing parties and certain investors signatory thereto (the "Contractual Arrangements").

Lifelogger Technologies Corp – Neither This Security Nor the Securities Into Which This Security Is Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable Stat (March 16th, 2016)

THIS 8% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued convertible note of Lifelogger Technologies Corp., a Nevada corporation, (the "Company"), having its principal place of business at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410, and such convertible note is due March 9, 2017 (the "Note").

Lifelogger Technologies Corp – Neither This Security Nor the Securities Into Which This Security Is Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable Stat (March 16th, 2016)

THIS 10% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued convertible note of Lifelogger Technologies Corp., a Nevada corporation, (the "Company"), having its principal place of business at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410, and such convertible note is due March 9, 2017 (the "Note").

Lifelogger Technologies Corp – Neither This Security Nor the Securities Into Which This Security Is Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable Stat (September 18th, 2015)

THIS 10% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued convertible note of Lifelogger Technologies Corp., a Nevada corporation, (the "Company"), having its principal place of business at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410, and such convertible note is due September 8, 2016 (the "Note").

Eventure Interactive, Inc. – Contract (July 1st, 2015)

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Neither This Security Nor the Securities Into Which This Security Is Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable Stat (June 4th, 2015)

THIS NOTE, AND THE PAYMENT HEREOF, ARE SUBORDINATED TO THE RIGHTS OF IOWA STATE BANK PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT AMONG THE COMPANY, THE HOLDERS (AS SUCH TERM IS DEFINED BELOW AND IOWA STATE BANK).

Telik, Inc. – Form of Common Stock Purchase Warrant Mabvax Therapeutics Holdings, Inc. (April 6th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, [ ] or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Issuance Date (the Initial Exercise Date) and on or prior to the close of business on the thirty (30) month anniversary of the Initial Exercise Date (the Termination Date) but not thereafter, to subscribe for and purchase from MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the Company), up to [ ] shares (as subject to adjustment hereunder, the Warrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Real Goods Solar – Legal Opinion (February 24th, 2015)

We are acting as special counsel to Real Goods Solar, Inc., a Colorado corporation (the Company), in connection with the offering and sale by the Company of (A) an aggregate of $ of units (the Units), each consisting of (i) one share of our Class A common stock, par value $0.0001 per share (the Common Stock), (ii) a Series A Warrant to purchase one-half of one share of Common Stock (the Series A Warrant), (iii) a Series B Warrant to purchase shares of Common Stock for a stated amount equal to an investors pro rata share of $8,000,000 based on the aggregate purchase price paid by such investor for Units in the offering compared to the aggregate purchase price paid by all investors for Units in the offering (the Series B Warrants); (iv) a Series C Warrant to purchase up to 50% of that number of shares of Common Stock actually issued upon exercise of the Series B Warrant (the Series C Warrants); (v) a Series D Warrant to purchase additional shares of Common Stock in an amount

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN a TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE (January 7th, 2015)

This security is subject to the Subordination Agreement, dated as of DECEMBER 31, 2014, among THIRD SECURITY SENIOR STAFF 2008 LLC, as senior agent, THE PARTIES LISTED ON SCHEDULE A THERETO, EACH AS A SUBORDINATED CREDITOR, AND TRANSGENOMIC, INC., UNDER which the DEBTOR'S obligations hereunder are subordinated in the manner set forth therein to the prior payment of certain obligations to the Senior CREDITORS (as defined therein) and are subject to the terms and provisions set forth therein.

China Customer Relations Centers, Inc. – November 22, 2014 To: China Customer Relations Centers, Inc Dear Sir/Madam: Legal Opinion (January 5th, 2015)

We are qualified lawyers of the Peoples Republic of China (the PRC) and as such are qualified to issue this legal opinion (the Opinion) on the PRC Laws effective as of the date hereof. For the purpose of this Opinion, the PRC excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

Allied Nevada Gold Corp – Legal Opinion of Neal, Gerber & Eisenberg Llp (December 11th, 2014)

Re: Allied Nevada Gold Corp. Issuance of up to 21,750,000 additional shares of common stock and related warrants to purchase up to 10,875,000 additional shares of common stock

Neither This Security Nor the Securities Into Which This Security Is Exercisable Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The Securities Act), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable State (December 1st, 2014)

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, (the Holder), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including without limitation Section 3(c), at any time on or after the date hereof and on or prior to 5:00 p.m. (New York time) on , 2017 (the Expiry Time) but not thereafter, to subscribe for and purchase from Eleven Biotherapeutics, Inc., a Delaware corporation (the Company), up to shares (the Warrant Shares) of Common Stock, par value $0.001 per share, of the Company (the Common Stock), subject to adjustment as provided herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Neither This Security Nor the Securities Into Which This Security Is Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act") and Applicable State Securities Laws, And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act A (August 7th, 2014)

THIS 5% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 5% Senior Secured Convertible Debentures of PLC Systems Inc., a Yukon Territory corporation (the "Company"), having its principal place of business at 459 Fortune Boulevard, Milford, Massachusetts 01757, designated as its 5% Senior Secured Convertible Debenture due January 16, 2016 (this debenture, this "Debenture" and, collectively with the other debentures of such series, the "Debentures").

5% Original Issue Discount Convertible Promissory Note Due January 17, 2016 (July 28th, 2014)

THIS 5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% Original Issue Discount Convertible Promissory Notes of Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the Company), having its principal place of business at principal place of business at 1135 Apple Drive, Nunica, Michigan 49448, designated as its 5% Original Issue Discount Convertible Promissory Note due January 17, 2016 (this Note, the Note and, collectively with the other Notes of such series, the Notes).

Innovus Pharmaceuticals, Inc. – Innovus Pharmaceuticals, Inc. Third Amended and Restated 8% Convertible Debenture (July 23rd, 2014)

The undersigned, Innovus Pharmaceuticals, Inc., a Nevada corporation ("Issuer"), hereby promises to pay Bassam Damaj, Ph.D. ("Debenture Holder") or his assigns, on the Maturity Date (as hereinafter defined), up to One Million Five Hundred Thousand Dollars ($1,500,000) (as such amount may be adjusted by Section 1.6, the "Maximum Principal Amount"), or so much thereof as shall then equal the outstanding principal amount hereof following one or more advances as provided in Section 1.1(a) (such amount, as modified from time to time as provided herein, the "Principal Amount"), unless this Third Amended and Restated 8% Convertible Debenture ("Debenture") is earlier converted in accordance with Section 1.2 or Section 1.3, and interest shall accrue hereon from January 22, 2013 and be payable as provided herein, unless earlier converted in accordance with Section 1.2 or Section 1.3 hereof or earlier repaid in accordance with Section 1.4 hereof. This Third Amended and Restated 8% Convertible De

Boldface Group, Inc. – Neither This Security Nor the Securities Into Which This Security Is Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable Stat (July 15th, 2014)

THIS DEBENTURE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN A SUBORDINATION AGREEMENT DATED AS OF MARCH 27, 2014, BY AND AMONG HILLAIR CAPITAL INVESTMENTS L.P., BOLDFACE GROUP, INC. AND STAR FUNDING, INC., AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY SAID SUBORDINATION AGREEMENT.

Boldface Group, Inc. – Neither This Security Nor the Securities Into Which This Security Is Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable Stat (April 2nd, 2014)

THIS DEBENTURE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN A SUBORDINATION AGREEMENT DATED AS OF MARCH 27, 2014, BY AND AMONG HILLAIR CAPITAL INVESTMENTS L.P., BOLDFACE GROUP, INC. AND STAR FUNDING, INC., AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY SAID SUBORDINATION AGREEMENT.

Mri Interventions, Inc. – These Securities Have Not Been Registered Under the Securities Act of 1933, as Amended (The "Securities Act"), 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 or (B) an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable State Securities Laws or Blue Sky Laws as Evidenced by a Legal Opinion of Counsel Reasonably Satisfactory to the C (March 10th, 2014)

THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 7 BELOW. THE HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY SUCH PROVISIONS.

Innovus Pharmaceuticals, Inc. – The Securities Represented by This Certificate Have Not Been Registered Under the Securities Act of 1933, as Amended (The "Act"), or the Securities Laws of Any State and May Not Be Sold or Transferred in the Absence of an Effective Registration Statement Under Applicable Federal and State Securities Laws or Pursuant to an Applicable Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Act and in Accordance With Applicable State Securities Laws as Evidenced by a Legal Opinion of Counsel to the Transferor to Such Effect, Which Opinion Shall Be Reasonably Accep (December 30th, 2013)

In consideration of the receipt of $350,000, the undersigned, Innovus Pharmaceuticals, Inc., a Nevada corporation ("Issuer"), hereby promises to pay, dated as of December 23, 2013, by and between Issuer and Lourmarin Corporation Retirement Plan ("Debenture Holder"), at the address of 5139 Pearlman Way, San Diego, CA 94131, on the Maturity Date (as hereinafter defined), the principal amount of Three Hundred Fifty Thousand Dollars ($350,000), and interest shall accrue hereon from the date hereof and be payable as provided herein.

Janus Resources, Inc. Series a Common Stock Purchase Warrant (December 27th, 2013)

This Warrant is being issued pursuant to the terms of that certain Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of June 12, 2013, between Company and Holder. Capitalized but undefined terms used herein shall have the meaning set forth in the Asset Purchase Agreement.

Janus Resources, Inc. Series a Common Stock Purchase Warrant (November 21st, 2013)

This Warrant is being issued pursuant to the terms of that certain Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of June 12, 2013, between Company and Holder. Capitalized but undefined terms used herein shall have the meaning set forth in the Asset Purchase Agreement.

U.S. Rare Earths, Inc – Neither This Security Nor the Securities for Which This Security Is Exercisable Have Been Registered With Tiie Securities and Exchange Commission or Ti:ie Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (Tiie "Securities Act"), And, Accordingly , May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, 11ie Registration Requirements of the Securities Act and in Accordance With Applicable (November 15th, 2013)

This Option Agreement (the "Option Agreement"), dated as of the 8th day of March 2013 (the "Grant Date"), is made between U.S. Rare Earths, Inc., a Nevada corporation (the "Company"), and Lattimore Properties, Inc. (the "Optionee'").

Neurotrope, Inc. – Placement Agent Warrant (August 29th, 2013)

THIS CERTIFIES THAT, for value received, [ ], or [his/her/its] registered assigns (the "Holder"), is entitled to subscribe for and purchase from Neurotrope, Inc., a Nevada corporation (the "Company"), at any time prior to 5:00 p.m., Eastern time, on ________________, the Shares at the Exercise Price (each as defined in Section 1 below).

Neurotrope, Inc. – Placement Agent Warrant (August 29th, 2013)

THIS CERTIFIES THAT, for value received, [ ], or [his/her/its] registered assigns (the "Holder"), is entitled to subscribe for and purchase from Neurotrope, Inc., a Nevada corporation (the "Company"), at any time prior to 5:00 p.m., Eastern time, on ________________, the Shares at the Exercise Price (each as defined in Section 1 below).

Form of Legal Opinion Of (July 19th, 2013)

We have acted as counsel to M/I Homes, Inc., an Ohio corporation (the "Company"), and each of the other entities listed on Exhibit A attached hereto (such other entities, collectively, the "Guarantors" and, together with the Company, the "Loan Parties") in connection with a Credit Agreement, dated as of the date hereof (the "Credit Agreement"), by and among the Company, PNC Bank, National Association, as Swingline Lender, as an Issuing Lender and as Administrative Agent for the Lenders (the "Agent"), JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, each as Co-Syndication Agents, Citibank, N.A., Comerica Bank, The Huntington National Bank and U.S. Bank National Association as Co-Documentation Agents, and the Lenders party thereto. Capitalized terms used in this opinion that are defined in the Credit Agreement have the meanings set forth in the Credit Agreement, unless otherwise defined herein.