United States of America Uses in Compliance Clause

Compliance from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of _________, 2015, 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").

Compliance. The Company is not in violation or default of any provisions of the Articles of Incorporation or the Bylaws and none of the Company's Subsidiaries is in violation or default of any provisions of their respective organizational documents. The Company and each of its Subsidiaries has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's or each subsidiary's respective businesses or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except as does not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Compliance 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").

Compliance. The Company is not in violation or default of any provisions of the Articles of Incorporation or the Bylaws and the Company is not in violation or default of any provisions of its organizational documents. The Company has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, and other governmental bodies and agencies having jurisdiction over the Company's businesses or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect.

Compliance 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").

Compliance. The Company is not in violation or default of any provisions of the Articles of Incorporation or the Bylaws and none of the Company's Subsidiaries is in violation or default of any provisions of their respective organizational documents. The Company and each of its Subsidiaries has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's or each subsidiary's respective businesses or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except as does not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Compliance 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").

Compliance. The Company is not in violation or default of any provisions of the Articles of Incorporation or the Bylaws and none of the Company's Subsidiaries is in violation or default of any provisions of their respective organizational documents. The Company and each of its Subsidiaries has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's or each subsidiary's respective businesses or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except as does not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Compliance from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of April 14, 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").

Compliance. The Company is not in violation or default of any provisions of the Articles of Incorporation or the Bylaws and none of the Company's Subsidiaries is in violation or default of any provisions of their respective organizational documents. The Company and each of its Subsidiaries has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's or each subsidiary's respective businesses or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except as does not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Compliance 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").

Compliance. The Company is not in violation or default of any provisions of the Certificate of Incorporation or the Bylaws and none of the Company's Subsidiaries is in violation nor default of any provisions of their respective organizational documents. The Company and each of its Subsidiaries has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's or each subsidiary's respective businesses or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except as does not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Compliance from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of April 27, 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").

Compliance. The Company is not in violation or default of any provisions of the Certificate of Incorporation or the Bylaws and none of the Company's Subsidiaries is in violation nor default of any provisions of their respective organizational documents. The Company and each of its Subsidiaries has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's or each subsidiary's respective businesses or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except as does not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Compliance from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of April 18, 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").

Compliance. The Company is not in violation or default of any provisions of the Certificate of Incorporation or the Bylaws and none of the Company's Subsidiaries is in violation nor default of any provisions of their respective organizational documents. The Company and each of its Subsidiaries has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's or each subsidiary's respective businesses or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except as does not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Compliance from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of April 16, 2012, between EnteroMedics Inc., a Delaware corporation (the Company), and Kevin Douglas through his family trusts identified on Schedule A hereto (the Purchaser).

Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or governmental body or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Compliance from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of April 12, 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").

Compliance. The Company is not in violation or default of any provisions of the Certificate of Incorporation or the Bylaws and none of the Company's Subsidiaries is in violation nor default of any provisions of their respective organizational documents. The Company and each of its Subsidiaries has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's or each subsidiary's respective businesses or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except as does not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.