Joseph Heller

Coupon Express Inc. – Amended and Restated Promissory Note (August 26th, 2013)

This Amended and Restated Promissory Note (this Promissory Note) amends and restates the following promissory notes issued by the Maker to the Payee: (i) promissory note dated May 22, 2013 in the principal amount of $11,000.00, (ii) promissory note dated May 14, 2013 in the principal amount of $59,303.42, (iii) promissory note dated June 3, 2013 in the principal amount of $50,000.00, and (iv) promissory note dated June 26, 2013 in the principal amount of $15,000.00 (the Original Notes). The principal amount set forth herein includes all accrued interest on the Original Notes through the date hereof. The parties agree that the indebtedness formerly evidenced by the Original Notes, together with an additional principal amount of $100,000.00 advanced by the Payee to the Maker on the date hereof, is now evidenced by this Promissory Note and, accordingly, the Original Notes are hereby cancelled and of no further force or effect as of the date of this Promissory Note.

Coupon Express Inc. – Agreement (May 20th, 2013)

This Agreement (this Agreement), effective as of May 14, 2013, confirms the following understandings and agreements among COUPON EXPRESS, INC., a Nevada corporation (the Company), ERIC KASH (hereinafter referred to as you or your) and ALPHA KASH LLC, a New York limited liability company wholly-owned and controlled by you (Alpha Kash), and NEXTLEVEL VIII, LLC, a Delaware limited liability company (NextLevel), solely for purposes of Section 7(c) of this Agreement).

Coupon Express Inc. – Common Stock and Warrant Purchase Agreement (January 3rd, 2013)

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of the 28th day of December, 2012 by and among COUPON EXPRESS, INC., a Nevada corporation (the "Company"), and FUTURE FARM TRUST, a trust organized under the laws of Michigan with its principal address at 11304 Marquette Drive, New Buffalo MI 49117 (the "Purchaser").

Coupon Express Inc. – Amended and Restated Security Agreement (June 6th, 2012)

This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of May 31, 2012 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement"), made by and among Coupon Express, Inc., a Nevada corporation (the "Grantor"), in favor of the Lead Purchaser, as collateral agent for the Purchasers (each a "Secured Party", and collectively, the "Secured Parties") under the Cumulative Convertible Senior Note and Warrant Purchase Agreement dated October 24, 2011 (the "2011 Purchase Agreement") and the Cumulative Convertible Senior Note and Warrant Purchase Agreement dated May 31, 2012 (the "2012 Purchase Agreement", and together with the 2011 Purchase Agreement, the "Purchase Agreements"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the 2012 Purchase Agreement.

Coupon Express Inc. – Cumulative Convertible Senior Note and Warrant Purchase Agreement (June 6th, 2012)

THIS CUMULATIVE CONVERTIBLE SENIOR NOTE AND WARRANT PURCHASE AGREEMENT (this Agreement) is made as of the 31st day of May, 2012 by and among COUPON EXPRESS, INC., a Nevada corporation (the Company), and the investors listed on Schedule A attached to this Agreement as amended from time to time (each a Purchaser and together the Purchasers).