State of Florida Uses in Successors and Assigns Clause

Successors and Assigns from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of July 10, 2015, by and among CTD Holdings, Inc., a Florida corporation (the "Company"), and the investors identified on the signature pages hereto (each a "Purchaser", and collectively, the "Purchasers").

Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, neither the Company nor any Purchaser shall be permitted to assign its rights or obligations under this Agreement without the prior written consent of the Purchasers or the Company, respectively.

Successors and Assigns from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of February 17, 2015, by and among Cirque Energy, Inc., a Florida corporation (the "Company"), and each of the purchasers listed on Exhibit A attached hereto (collectively, the "Purchasers" and individually, a "Purchaser").

Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchasers holding a majority of the total aggregate number of Securities then outstanding (excluding any shares sold to the public pursuant to Rule 144 or otherwise). A Purchaser may assign its rights under this Agreement to any person to whom the Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound by the terms and provisions of this Agreement, and such transfer is in compliance with the terms and provisions of this Agreement and the Certificate of Designation of Class D Preferred Stock, and permitted by federal and state securities laws.

Successors and Assigns from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of July 1, 2014, by and among MedeFile International, Inc., a Nevada corporation (the "Company"), and each of the purchasers named on the signature pages attached hereto (collectively, the "Purchasers" and individually, a "Purchaser").

Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchasers holding a majority of the total aggregate number of Shares then outstanding (excluding any shares sold to the public pursuant to Rule 144 or otherwise). A Purchaser may assign its rights under this Agreement to any person to whom the Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound by the terms and provisions of this Agreement, and such transfer is in compliance with the terms and provisions of this Agreement and permitted by federal and state securities laws.

Successors and Assigns from Security Agreement

This Security Agreement dated as of April ___, 2014 (the Agreement) by and among Naked Brand Group, Inc., a Nevada corporation (Borrower), with its primary place of business at 2-34346 Manufacturers Way, Abbotsford, BC VU2S7MI, and the parties listed on Schedule A hereto, which parties are also holders of a 6% Senior Secured Convertible Promissory Notes (the Notes) issued by Borrower (collectively, Secured Parties):

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of, the successors and assigns of the parties hereto, including, without limitation, all future holders of the Notes.

Successors and Assigns from Collaboration Agreement

This Securities Purchase and Collaboration Agreement (this "Agreement") is made and entered into as of April 9, 2014, by and among CTD Holdings, Inc., a Florida corporation (the "Company"), and Novit Limited Partnership a company organized under the laws of Delaware ("NLP") ("Investor")

Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, neither the Company nor the NLP Parties shall be permitted to assign its rights or obligations under this Agreement without the prior written consent of NLP or the Company, respectively.

Successors and Assigns from Security Agreement

This Security Agreement dated as of April 7, 2014 (the Agreement) by and among Naked Brand Group, Inc., a Nevada corporation (Borrower), with its primary place of business at 2-34346 Manufacturers Way, Abbotsford, BC VU2S7MI, and the parties listed on Schedule A hereto, which parties are also holders of a 6% Senior Secured Convertible Promissory Notes (the Notes) issued by Borrower (collectively, Secured Parties):

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of, the successors and assigns of the parties hereto, including, without limitation, all future holders of the Notes.

Successors and Assigns from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of December 23, 2013, by and among MedeFile International, Inc., a Nevada corporation (the "Company"), and each of the purchasers listed on Exhibit A attached hereto (collectively, the "Purchasers" and individually, a "Purchaser").

Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchasers holding a majority of the total aggregate number of Shares then outstanding (excluding any shares sold to the public pursuant to Rule 144 or otherwise). A Purchaser may assign its rights under this Agreement to any person to whom the Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound by the terms and provisions of this Agreement, and such transfer is in compliance with the terms and provisions of this Agreement and permitted by federal and state securities laws.

Successors and Assigns from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of August 24, 2012, by and among Medefile International, Inc., a Nevada corporation (the "Company"), and each of the purchasers listed on Exhibit A attached hereto (collectively, the "Purchasers" and individually, a "Purchaser").

Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchasers holding a majority of the total aggregate number of Shares then outstanding (excluding any shares sold to the public pursuant to Rule 144 or otherwise). A Purchaser may assign its rights under this Agreement to any person to whom the Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound by the terms and provisions of this Agreement, and such transfer is in compliance with the terms and provisions of this Agreement and permitted by federal and state securities laws.

Successors and Assigns from Settlement Agreement

SETTLEMENT AGREEMENT (the "Agreement") is made as of the 8th day of May 2012 by and between Advaxis, Inc., a Delaware corporation (the "Company"), and JMJ Financial (the "Investor").

Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and 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.

Successors and Assigns

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.

Successors and Assigns. This Note and the obligations hereunder shall inure to the benefit of and be binding upon the respective successors and assigns of the parties; provided, however, that neither party may assign any of its rights or obligations hereunder without the prior written consent of the other, except that the Holder may assign all or any portion of its rights hereunder to its Affiliate (as such term is defined in Rule 405 of the Securities Act) without such consent by giving written notice of such assignment to the Company. Assignment of all or any portion of this Note in violation of this Section shall be null and void.