0001104659-14-086433 Sample Contracts

COMMON STOCK PURCHASE WARRANT RESTORGENEX CORPORATION
Blech Isaac • December 12th, 2014 • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Isaac Blech (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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the four (4) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RestorGenex Corporation, a Nevada corporation (the “Company”), up to 75,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).

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DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • December 12th, 2014 • Blech Isaac • Pharmaceutical preparations • Illinois

THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2014 by and between RestorGenex Corporation (formerly Stratus Media Group), a Nevada corporation (the “Company”), and Isaac Blech (“Purchaser”).

JOINT FILING AGREEMENT
Joint Filing Agreement • December 12th, 2014 • Blech Isaac • Pharmaceutical preparations

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of RestorGenex Corporation shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

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