X0306 4 2016-01-08 0001053691 RestorGenex Corp RESX 0001663219 Giles Mark T 2020 AVON COURT, SUITE 4 CHARLOTTESVILLE VA 22902 1 Common Stock 2016-01-08 4 A 0 44069 A 44069 I By the VNB Trust IRA fbo Mark T. Giles Common Stock 2016-01-08 4 A 0 6296346 A 6296346 I By PANDA Holdings, LLC Stock Option (Right to Buy) 0.22 2016-01-08 4 A 0 98621 0 A 2012-05-17 2022-05-17 Common Stock 98621 98621 D Stock Option (Right to Buy) 0.22 2016-01-08 4 A 0 91316 0 A 2022-10-09 Common Stock 91316 91316 D Stock Option (Right to Buy) 0.62 2016-01-08 4 A 0 182632 0 A 2023-10-05 Common Stock 182632 182632 D Stock Option (Right to Buy) 0.42 2016-01-08 4 A 0 182632 0 A 2024-12-01 Common Stock 182632 182632 D Stock Option (Right to Buy) 0.55 2016-01-08 4 A 0 365265 0 A 2025-10-30 Common Stock 365265 365265 D Received in exchange for 12,065 units of Diffusion Pharmaceuticals LLC ("Diffusion") in connection with the consummation of the merger (the "Merger") of Diffusion and a wholly-owned subsidiary of the Issuer ("Merger Sub") on January 8, 2016 based upon the exchange rate set forth in the Agreement and Plan of Merger (the "Merger Agreement"), dated December 15, 2015, by and among the Issuer, Diffusion and Merger Sub. Received in exchange for 1,723,771 units of Diffusion in connection with the consummation of the Merger on January 8, 2016 based upon the exchange rate set forth in the Merger Agreement. Mr. Giles is the managing member of Panda Holdings, LLC and may be deemed to be the beneficial owner of such securities. Mr. Giles disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. In connection with the consummation of the Merger, an option originally granted on May 17, 2012 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer.. In connection with the consummation of the Merger, an option originally granted on October 9, 2012 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer. The shares underlying the options vest in equal parts each month until fully vested on the third anniversary of the grant date. In connection with the consummation of the Merger, an option originally granted on October 5, 2013 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer. In connection with the consummation of the Merger, an option originally granted on December 1, 2014 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer. In connection with the consummation of the Merger, an option originally granted on October 30, 2015 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer. /s/ Ben Shealy, attorney-in-fact for Mark T. Giles 2016-01-12