Exhibit 10.1


 


EXECUTION VERSION


 


SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES PURCHASE
AGREEMENT (the “Agreement”) is made as of April 14, 2016, by and among AMARANTUS BIOSCIENCE HOLDINGS, INC.,
a Nevada corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned
Subsidiaries, collectively, the “Company”) and each purchaser identified on the signature pages hereto (each,
including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


A.The Company and
each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation
D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission under the Securities
Act.


 


B.Each Purchaser,
severally and not jointly, wishes to purchase, and the Company wishes to sell at multiple closings, upon the terms and conditions
stated in this Agreement, the Notes (in the form amended hereto Exhibit A) and the Warrants (in the form amended hereto
Exhibit B), all in the amounts and for the price set forth on Schedule 1 hereto.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and each Purchaser hereby agrees as follows:


 


ARTICLE 1

DEFINITIONS


 


1.1Defined Terms.
In addition to terms defined elsewhere in this Agreement or in any Supplement, Amendment or Exhibit hereto, when used herein,
the following terms shall have the following meanings:


 


(a)“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(b)“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(c)“2016
Shareholder Meeting Conditions” means that in connection with the Company’s 2016 Annual Meeting of Stockholders
to be held by June 6, 2016 (the “2016 Meeting”), each Purchaser is satisfied in its sole discretion that (i)
the 2016 Meeting will have occurred and will have been in compliance with all applicable laws, rules and regulations including,
but not limited to, those relating to a quorum (ii) the proposals that the Company’s stockholders will be asked to approve,
including, but not limited to the amendment to the Company’s Articles of Incorporation increasing the Company’s authorized
shares of Common Stock to, (the “Amendment”) and authorizing a reverse stock split, which proposals will be
set forth in the Company’s Proxy Statement contained in its Definitive Schedule 14A to be duly and timely filed with the
Commission, will be approved and (iii) the Amendment will be filed with the Secretary of State of the State of Nevada and is currently
in effect.


 






    


     


    

 


(d) “Alternative
Conversion Price” means 60% of the lowest of traded price of a share of Common Stock in the thirty (30) consecutive
Trading Days prior to the Conversion Date and/or any other determination date.


 


(e)“Affiliate”
means any Person which, directly or indirectly, owns or controls, on an aggregate basis, a ten (10%) percent or greater interest
in any other Person, or which is controlled by or is under common control with any other Person.


 


(f)“Business
Day” means any day other than a Saturday or Sunday or any other day on which the Federal Reserve Bank of New York is
not open for business.


 


(g)“Closing”
means a time of issuance and sale by the Company of the Notes and Warrants to the Purchasers.


 


(h)“Closing
Date” means a date the Notes and Warrants are purchased by the Purchasers from the Company.


 


(i)“Collateral
Date” has the meaning set forth in the Security Agreement.


 


(j)“Contingent
Obligation” means as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect
to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring
such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will
be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will
be protected (in whole or in part) against loss with respect thereto.


 


(k)“Common
Stock” means (i) the Company’s common stock, $0.001 par value per share, and (ii) any capital stock into which
such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(l)“Common
Stock Equivalents” means any capital stock or other security of the Company that is at any time and under any circumstances
directly or indirectly convertible into, exercisable or exchangeable for, and/or which otherwise entitles the holder thereof to
acquire, any capital stock or other security of the Company (including, without limitation, Common Stock).


 


(m) “Conversion
Date” has the meaning set forth in the Notes.


 


(n)“Conversion
Shares” means all shares of Common Stock issuable upon conversion of any portion of the Notes and/or as any other payment
due under the Notes including, but not limited to interest and/or otherwise, but solely to the extent and subject to the Conditions
set forth in the Notes, including, but not limited to, shares of Common Stock, Common Stock Equivalents and shares of Common Stock
and/or other securities of the Company issuable upon exercise, exchange and/or conversion of such Common Stock Equivalents.


 






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(o)“Documents”
means collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement (in the form annexed hereto as
Exhibit C, the Transfer Agent Irrevocable Instruction Letter (in the form annexed hereto as Exhibit D), the Security
Agreement (in the form amended into as Exhibit E), the Intercreditor and Subordination Agreement (in the form annexed hereto
as Exhibit F) the Leak-Out Agreement (in the form annexed hereto as Exhibit G) the Lock-Up Agreement (in the form
annexed hereto as Exhibit \H), a UCC-1 Financing Statement of the Purchasers on all of the assets of the Company (the “Purchasers
UCC-1”) to be filed with the Secretary of State of Nevada on or about the First Closing Date, and all financing statements
(or comparable documents now or hereafter filed in accordance with the UCC or other comparable or similar laws, rules or regulations)
in favor of the Purchasers as secured parties perfecting all Liens the Purchasers have on the Collateral, (which security interests
and Liens of the Purchasers shall be senior to all Indebtedness of the Company, the Perfection Certificate dated the date hereof
from Company to the Purchasers (in the form annexed hereto as Exhibit I), the Patent and Trademark Security Agreement (annexed
hereto as Exhibit J) all of the issued and outstanding capital stock of each Subsidiary of the Company (the “Pledged
Securities”), which Pledged Securities are being pledged, by the Company to the Purchasers to secure the Company’s
obligations to the Purchasers under the Notes and all documents necessary to transfer the Pledged Securities to the Purchasers
as provided in the Security Agreement (collectively with the Pledged Securities, the “Pledge Documents”) and
such other documents, instruments, certificates, supplements, amendments, exhibits and schedules required and/or attached pursuant
to this Agreement and/or any of the above documents, and/or any other document and/or instrument related to the above agreements,
documents and/or instruments, and the transactions hereunder and/or thereunder and/or any other agreement, documents or instruments
required or contemplated hereunder or thereunder, whether now existing or at any time hereafter arising.


 


(p)“Dollar(s)”
and “$” means lawful money of the United States.


 


(q)“Equity
Conditions” shall have the meaning set forth in the Notes.


 


(r)“Environmental
Laws” means any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other
legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government,
the United States, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability
or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been,
is now, or may at any time hereafter be, in effect.


 


(s)“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any such Equity Interest.


 






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(t)“Event
of Default” shall have the meaning set forth in the Notes.


 


(u)“First
Closing” means the time of issuance and sale by the Company of the first tranche of Notes and Warrants to the Purchasers.


 


(v)“First
Closing Date” means the date the first tranche of Notes and Warrants are purchased by the Purchasers from the Company.


 


(w)“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time.


 


(x)“Indebtedness”
means, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b)
all obligations of such Person for the deferred purchase price of property or services, (c) all obligations of such Person evidenced
by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller
or the Purchasers under such agreement in the event of default are limited to repossession or sale of such property), (e) all
capital lease obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or
applicant under acceptance, letter of credit, surety bond or similar facilities, (g) all obligations of such Person, contingent
or otherwise, to purchase, redeem, retire or otherwise acquire for value any capital stock of such Person, (h) all obligations
for any earn-out consideration, (i) the liquidation value of preferred capital stock of such Person, (j) all guarantee obligations
of such Person in respect of obligations of the kind referred to in clauses (a) through (i) above, (k) all obligations of the
kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right,
contingent or otherwise, to be secured by) any lien on property (including, without limitation, accounts and contract rights)
owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and all obligations
of such Person in respect of hedge agreements; and (l) all Contingent Obligations in respect to indebtedness or obligations of
any Person of the kind referred to in clauses (a)-(k) above. The Indebtedness of any Person shall include, without duplication,
the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.


 


(y)“Liens”
or “liens” means a lien, mortgage, charge pledge, security interest, encumbrance, right of first refusal, preemptive
right or other restriction, or other clouds on title.


 


(z)“Intercreditor
and Subordination Agreement” means the Intercreditor and Subordination Agreement dated the date hereof by and among
the Company, the Purchasers,           ,and          and certain other persons named therein, the form of which is annexed hereto as Exhibit F.


 






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(aa)“Leak-Out
Agreement” shall have the meaning set forth in the definitions of “Documents” in this Section 1, the form
of which is annexed hereto as Exhibit G.


 


(bb)“Purchaser
UCC Filings” shall have the meaning set forth in the definition of “Documents” set forth in this Section
1.


 


(cc)“Lock-Up
Agreement” has the meaning set forth in the definition of “Documents” set forth in this Section 1, form
of which is annexed hereto as Exhibit H .


 


(dd)“Liabilities”
means all direct or indirect liabilities, Indebtedness and obligations of any kind of Company to the Purchasers, howsoever created,
arising or evidenced, whether now existing or hereafter arising (including those acquired by assignment), absolute or contingent,
due or to become due, primary or secondary, joint or several, whether existing or arising through discount, overdraft, purchase,
direct loan, participation, operation of law, or otherwise, including, but not limited to, pursuant to the Notes, this Agreement
and/or any of the other Documents, all accrued but unpaid interest on the Notes the principal, any letter of credit, any standby
letter of credit, and/or outside attorneys’ and paralegals’ fees or charges relating to the preparation of the Documents
and the enforcement of each Purchaser’s rights, remedies and powers under this Agreement, the Notes and/or the other Documents.


 


(ee)“Note
Maturity Date” means the earliest of the date (i) three hundred sixty-five (365) days from the Closing Date, (ii) of
the consummation of a Major Transaction, (iii) of an Event of Default and/or the date any the principal under the Notes is accelerated
and/or becomes due and payable for any reason other than an Event of Default.


 


(ff) “Major
Transaction” means any of the following (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 30% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme or arrangement) with another Person whereby such other Person acquires more than 30% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or
other business combination), (vi) the majority of directors of the Company as of the date hereof are no longer the majority number
of directors; and/or (vii) a Qualified Offering.


 






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(gg) “Material
Adverse Effect” means a material adverse effect on (a) the business, assets, property, operations, or condition (financial
or otherwise) of Company, (b) the validity or enforceability of this Agreement or any of the other Documents or (c) the rights
or remedies of the Purchasers hereunder or thereunder.


 


(hh) “Notes”
means all of the 10% Senior Secured Convertible Promissory Notes due April 14, 2017 of the Company owned by the Purchasers, which,
subject to the terms and conditions set forth in this Agreement, shall purchase from the Company pursuant to this Agreement, the
form of Note is annexed hereto as Exhibit A. and any and all Note(s) issued in exchange, transfer or replacement
of the Notes.


 


(ii)“Patent
of Trademark Security Agreement” means the Patent and Trademark Security Agreement date on or about the date hereof,
by and among, the Purchasers, the Company and the Company’s Subsidiaries and all documents filed to perfect the Purchasers’
security interest in the Patents and Trademark, both terms as defined in such agreement, which is annexed into as Exhibit J.


 


(jj)“OFAC”
means the United States Department of the Treasury’s Office of Foreign Assets Control.


 


(kk)“OFAC
Regulations” means the regulations promulgated by OFAC, as amended from time to time.


 


(ll)“Permitted
Governmental Indebtedness” means Indebtedness provided by the Export and Import Bank of the United States of America
or other similar governmental entity for the purpose of supporting product sales by the Company.


 


(mm)“Permitted
Indebtedness” means (i) Indebtedness of the Company evidenced by the Notes, this Agreement and/or any other Document
in favor of the Purchasers including all Liabilities, (ii) Indebtedness of the Company set forth in the Company’s most recent
SEC Report, provided none of such Indebtedness, has not been increased, extended and/or otherwise changed since the original issuance
date of Indebtedness), (iii) Indebtedness secured by Permitted Liens described in clauses “(iv)” of the definition
of Permitted Liens, and (iv) Permitted Governmental Indebtedness.


 






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(nn)“Permitted
Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course
of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings,
(iv) Liens (a) upon or in any equipment acquired or held by the Company to secure the purchase price of such equipment or indebtedness
incurred solely for the purpose of financing the acquisition or lease of such equipment, and (b) existing on such equipment at
the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and
the proceeds of such equipment, (v) any Liens for Permitted Indebtedness perfecting security interests in the Permitted Indebtedness
set forth in Section (i) of (ii) of definition of Permitted Indebtedness, and (vi) the UCC Financing Statement dated July 14,
2015 filed with the Secretary of State of Nevada perfecting the $1,000,000 of Indebtedness represented by the July 2015 $1,000,000
Note provided such Lien was in existence since on or about the original date such July 2015 $1,000,000 Note was purchased
from the Company and since such date such Liens and security interests related hereto has not been amended, supplemented and/or
otherwise modified, and (vii) the UCC Financing Statements dated September 30,2015 filed with, among other jurisdictions, the
Secretary of State of Nevada perfecting the $6,076,556 of Indebtedness represented by the September 30, 2015 Notes provided
such Lien was in existence since on or about the original date such September 30, 2015 Notes were purchased from the Company
and since such date such Liens and security interests related hereto has not been amended, supplemented and/or otherwise modified.


 


(oo) “Person”
means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation,
institution, entity, party or government (whether national, federal, state, county, city, municipal or otherwise including, without
limitation, any instrumentality, division, agency, body or department thereof).


 


(pp)“Pledged
Securities” has the meaning set forth in the definition of “Documents”


 


(qq)“Principal
Market” means the market or exchange on which the Common Stock is listed or quoted for trading on the date in question


 


(rr) “Purchase
Price” means the price to be paid by each Purchaser to purchase such Purchaser’s Note and Warrants.


 


(ss)The
“Required Reserve Amount” has the meaning set forth in Section 4.1(s).


 


(tt)“Qualified
Offering” means (i) a firm commitment public offering of shares of the Common Stock (and any other securities of the
Company that may be sold along with shares of Common Stock in any such firm commitment public offering), (ii) the gross proceeds
resulting from such firm commitment public offering are equal to or exceed, in the aggregate, $30,000,000, and (iii) (x) the shares
of Common Stock, including, but not limited to, the Underlying Shares, are approved for listing and/or quotation on one of the
exchanges or markets set forth below, and (y) on the next Trading Day following the date the Commission declares the registration
statement registering under the Securities Act the sale of the shares of Common Stock (and any other securities being issued or
sold in such Qualified Offering, if any), being sold to investors in such firm commitment public offering effective (the “Qualified
Offering Conversion Date”), the shares of Common Stock and commence trading on the New York Stock Exchange, NYSE MKT,
the Nasdaq Global market, the Nasdaq Global Select Members or the Nasdaq Capital Market.


 






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(uu)“Registration
Rights Agreement” means that certain registration rights agreement, date the date hereof, by and between the Company
and the Purchasers pursuant to which the Company shall register the Underlying Shares for resale under the Securities Act, the
form of which is annexed hereto as Exhibit C.


 


(vv)“Second
Closing” means the time of issuance and sale by the Company of the second tranche of Notes and Warrants to the Purchasers.


 


(ww)“Second
Closing Date” means the date the second tranche of Notes and Warrants are purchased by the Purchasers from the Company.


 


(xx)“SEC”
or “Commission” means the United States Securities and Exchange Commission.


 


(yy)“SEC
Reports” has the meaning set forth in Section 3.1(aa) hereof.


 


(zz)“Securities”
means the Notes and Warrants purchased pursuant to this Agreement and all Underlying Shares and any securities of the Company
issued in replacement, substitution and/or in connection with any exchange, conversion and/or any other transaction pursuant to
which all or any of such securities of the Company to the Purchasers.


 


(aaa)“Security
Agreement” means the Security Agreement dated on or about the date hereof by and among the Company, the Subsidiaries
of the Company, and the Purchaser as hereinafter amended and/or supplemented altogether with all exhibits, schedules and annexes
to such Security Agreement, pursuant to which all Liabilities and Indebtedness of the Company to the Purchasers under the Documents
including, but not limited to, the Notes are secured by the Collateral which security interest in the Collateral shall be perfected
by the Purchasers UCC-1, filed with the Secretary of State of the State of Nevada, to the extent perfectable by the filing of
a UCC 1 Financing Statement and such other documents and instruments related thereto, which Security Agreement is annexed hereto
as Exhibit E.


 


(bbb)“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


(ccc)“Subsidiary”
means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock
or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person all of the Company’s Subsidiaries are set forth on Schedule
3.1(a) hereto.


 






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(ddd)“Third
Closing” means the time of issuance and sale by the Company of the third tranche of Notes and Warrants to the Purchasers.


 


(eee)“Third
Closing Date” means the date the third tranche of Notes and Warrants are purchased by the Purchasers from the Company.


 


(fff)“Trading
Day” means any day on which the Common Stock is traded on the Trading Market, provided that “Trading Day”
shall not include any day on which the Common Stock is scheduled to trade on the Trading Market for less than 4.5 hours or any
day that the Common Stock is suspended from trading during the final hour of trading on the Trading Market (or if the Trading
Market does not designate in advance the closing time of trading on the Trading Market, then during the hour ending at 4:00:00
p.m., New York City time) unless such day is otherwise designated as a Trading Day in writing by the Purchasers.


 


(ggg)“Trading
Market” means any of the following markets or exchanges on which the Common Stock (or any other common stock of any
other Person that references the Trading Market for its common stock) is listed or quoted for trading on the date in question:
the OTC Bulletin Board, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock
Exchange, NYSE Arca, the NYSE MKT, or the OTCQX Marketplace, the OTCQB Marketplace, the OTCPink Marketplace or any other tier
operated by OTC Markets Group Inc. (or any successor to any of the foregoing).


 


(hhh)“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette
Place, Woodmere, New York 11598 and a facsimile number of (646) 536-3179, and any successor transfer agent of the Company.


 


(iii)“Transfer
Agent Irrevocable Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer
Agent to issue shares of Common Stock upon conversion of the Notes, in the form of Exhibit D attached hereto.


 


(jjj) “UCC”
means the Uniform Commercial Code of as in effect from time to time in the State of New York; provided, however,
that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies
with respect to the Purchasers’ Liens on any Collateral is governed by the Uniform Commercial Code as enacted and in effect
in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial code as
enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,
priority, or remedies.


 


(kkk)“Underlying
Shares” means all Conversion Shares and Warrant Shares.


 






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(lll) “Variable
Rate Transaction” shall have the meaning set forth in Section 4.02(n) of this Agreement.


 


(mmm)“Warrant(s)”
means the five (5) year Common Stock Purchase Warrants of the Company, the form of which is annexed hereto as Exhibit B.


 


(nnn)“Warrant
Shares” means all shares of Common Stock issuable upon exercise of the Warrants and/or any other securities issuable
upon exercise of the Warrants.


 


1.2Other Definitional
Provisions.


 


(a)Use
of Defined Terms. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Documents or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b)Accounting
Terms. As used herein and in the other Documents, and any certificate or other document made or delivered pursuant hereto
or thereto, accounting terms relating to Company not defined in Section 1.1 and accounting terms partly defined in Section
1.1, to the extent not defined, shall have the respective meanings given to them under GAAP (provided that all terms
of an accounting or financial nature used herein shall be construed, and all computations of amounts referred to herein shall
be made without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as
Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard
having a similar result or effect) to value any Indebtedness or other liabilities of Company at “fair value”, as defined
therein, and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification
470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to
value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be
valued at the full stated principal amount thereof).


 


(c)Construction.
The words “hereof”, “herein” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and
Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of such terms.


 


(d)UCC
Terms. Terms used in this Agreement which are defined in the UCC shall, unless the context indicates otherwise or are otherwise
defined in this Agreement, have the meanings provided for by the UCC.


 






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ARTICLE 2

PURCHASE AND SALE OF THE NOTES AND WARRANTS


 


2.1 First
Closing. The First Closing shall occur at 10:00 am (EDT) on the First Closing Date at the offices of Robinson
Brog Leinwand Greene Genovese & Gluck P.C., 875 Third Avenue, 9th Floor, New York, New York 10022, on the first (1st)
Trading Day on which the conditions to the First Closing set forth in Article V hereof are satisfied or waived in writing
as provided elsewhere herein, or on such other date and time as agreed to by the Company and each Purchaser.


 





2.2Second
Closing. The Second Closing shall occur at 10:00 am (EDT) on the Second Closing Date at the offices of Robinson
Brog Leinwand Greene Genovese & Gluck P.C., 875 Third Avenue, 9th Floor, New York, New York 10022, on the first (1st)
Trading Day after the registration statement (the “Registration Agreement”) that is the subject of the Registration
Rights Agreement has been filed with the SEC (and with respect to which no stop order has been issued) and on which the other conditions
to the Second Closing set forth in Article V hereof are satisfied or waived in writing as provided elsewhere herein, or
on such other date and time as agreed to by the Company and each Purchaser.


 


2.3Third
Closing. The Third Closing shall occur at 10:00 am (EDT) on the Third Closing Date at the offices of Robinson
Brog Leinwand Greene Genovese & Gluck P.C., 875 Third Avenue, 9th Floor, New York, New York 10022, on the sixty-first
(61st) day after the registration statement (the “Registration Agreement”) that is the subject of
the Registration Rights Agreement. The Registration Statement has been declared effective by the SEC (and with respect to which
no stop order has been issued) and on which the other conditions to the Third Closing set forth in Article V hereof are
satisfied or waived in writing as provided elsewhere herein, or on such other date and time as agreed to by the Company and each
Purchaser.







 


2.4Conditions to
Purchase of Notes and Warrants. Subject to the terms and conditions of this Agreement, the Purchaser will at the applicable
Closing, on the applicable Closing Date, purchase from the Company the Notes and Warrants in the amounts and for the Purchase
Price as set forth on Schedule 1, provided that (i) no
Event of Default (or event that with the passage of time or the giving of notice, or both, would become an Event of Default),
shall have occurred or would result therefrom; and (ii) the applicable conditions in Article V have been satisfied.


 


2.5Purchase Price
and Payment of the Purchase Price for the Notes and Warrant. The Purchase Price for the Notes and Warrants to be purchased
by the Purchasers at the applicable Closing shall be as set forth on Schedule 1 and shall be paid at the applicable Closing,
(less all of the Purchasers’ Expenses (as defined below)), by the Purchaser by wire transfer of immediately available funds
to the Company in accordance with the Company’s written wiring instructions, against delivery of the Notes and Warrants.
The Purchase Price for each Note purchased shall be ten (10%) less than the aggregate principal amount of each such Note purchased,
which 10% discount shall constitute original issue discount.


 






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2.6Purchasers’
Cost and Expenses. On the applicable Closing Date, all direct and indirect costs and expenses of the Purchasers related to
the negotiation, due diligence, preparation, closing, and all other items regarding or related to this Agreement and the other
Documents and all of the transactions contemplated herein and/or therein including, but not limited to, the legal fees and expenses
of the Purchasers’ legal counsel (collectively, the “Purchasers’ Expenses”), shall be due and payable
from the Company to the Purchasers; and the Purchasers shall subtract from their respective Purchase Price to be paid to the Company
for the purchase of the Notes and Warrants, all of such Purchasers’ Expenses. Although the Purchasers’ Expenses are
the sole responsibility and obligation of the Company, but are being subtracted by the Purchasesr from their respective Purchase
Prices actually paid to the Company, such Purchasers’ Expenses shall constitute part of such Purchase Prices and shall not
directly and/or indirectly reduce and or result in any set-off the aggregate principal amount of the Note or result in a set-off
and/or reduction of any other funds owed by the Company to the Purchasers.


 


2.7Disbursements
of Funds. The parties acknowledge and agree that the net Purchase Price from the purchase and sale of the Notes and Warrants
contemplated hereunder will be held in and disbursed from escrow in accordance with one or more separate agreements that will
be disclosed in one or more Current Reports on Form 8-K. In connection with the first two tranches and          (“          “), shall
by mutual agreement determine all matters concerning the disbursement of or take back of the escrowed funds. In connection with
the third tranche,       in its sole discretion determine all matters concerning the disbursement of or take back of the remaining escrowed
funds.


 


ARTICLE 3

REPRESENTATIONS AND WARRANTIES; OTHER ITEMS


 


3.1Representation
and Warranties. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof
and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules (but in no event shall qualify any indemnity obligation of the Company, hereunder), the Company (which
for purposes of this Section 3 means the Company and all of its Subsidiaries), represents and warrants to each Purchaser that
on each Closing Date:


 


(a)Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the
issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights to subscribe for or purchase securities.


 


(b)Organization,
Etc. The Company is duly organized, validly existing and in good standing under the laws of the state of their respective
organization and are duly qualified and in good standing or has applied for qualification as a foreign corporation authorized
to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required
except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.


 






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(c)Authorization:
No Conflict. The execution, delivery and performance of the Documents and the transactions contemplated thereby by the Company,
including, but not limited to, the sale and issuance of the Note and the Warrants for the Purchase Price, the reservation for
issuance of the shares of Common Stock required to be reserved pursuant to the terms of the Notes and the Warrants and of the
sale and issuance the Conversion Shares into which the Notes are convertible and the Warrant Shares issuable upon exercise of
the Warrant (i) are within the Company’s corporate powers, (ii) have been duly authorized by all necessary action by or
on behalf of the Company (and/or its stockholders to the extent required by law), (iii) the Company has received all necessary
and/or required governmental, regulatory and other approvals and consents (if any shall be required), (iv) do not and shall not
contravene or conflict with any provision of, or require any consents under (1) any law, rule, regulation or ordinance, (2) the
Company’s organizational documents; and/or (3) any agreement binding upon the Company or any of the Company’s properties
except as would not reasonably be expected to have a Material Adverse Effect, and (v) do not result in, or require, the creation
or imposition of any Lien and/or encumbrance on any of the Company’s properties or revenues pursuant to any law, rule, regulation
or ordinance or otherwise.


 


(d)Validity
and Binding Nature. The Documents to which the Company is a party are the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization and other similar laws of general application affecting the rights and remedies of creditors and by
general equitable principles (whether enforcement is sought by proceedings in equity or at law).


 


(e)Title
to Assets. The Company has good and marketable title to all assets owned by Company.


 


(f)No
Violations of Laws. The Company is not in violation of any law, ordinance, rule, regulation, judgment, decree or order of
any federal, state or local governmental body or court and/or regulatory or self-regulatory body.


 


(g)Burdensome
Obligations. The Company is not a party to any indenture, agreement, lease, contract, deed or other instrument, or subject
to any partnership restrictions or has any knowledge of anything which could have a Material Adverse Effect.


 


(h)Taxes.
All federal, and material state and local tax returns required to be filed by the Company have been filed with the appropriate
governmental agencies and all taxes due and payable by the Company have been timely paid.


 


(i)Employee
Benefit Plans. The term “Plan” means an “employee pension benefit plan” (as defined in Section
3 of Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”)) which is or has
been established or maintained, or to which contributions are or have been made, by the Company or by any member of the Controlled
Group. Each plan and/or employee benefit plan, if any, (as defined in Section 3(3) of ERISA) maintained by the Company complies
in all material respects with all applicable requirements of law and regulations and all payments and contributions required to
be made with respect to such plans have been timely made.


 






    	 	13	 



     


    

 


(j)Federal
Laws and Regulations. The Company is not (i) an “investment company” or a company “controlled”, whether
directly or indirectly, by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended;
or (ii) engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing
or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System).


 


(k)Fiscal
Year. The fiscal year of the Company ends on December 31 of each year.


 


(l)Subsidiaries;
Etc. All Subsidiaries of the Company and the locations thereof on the Closing Date are set forth in the SEC Reports. The SEC
Reports set forth as of the Closing Date, the Company’s jurisdiction of organization and the location of Company’s
executive offices and other places of business.


 


(m)Officers
and Ownership. As of the date hereof, the Persons set forth in the SEC Reports holds the respective office or offices, position
or positions (including director positions if a director), in the Company and (ii) own the percentage of each and every class
of issued and outstanding capital stock, other ownership interests and/or securities of the Company and the voting power over
said capital stock, other ownership interests and/or securities of the Company.


 


(n)Rule
506(d) Bad Actor Disqualification Representations and Covenants.


 


(i)No Disqualification
Events. Neither the Company, nor any of its predecessors, affiliates, any manager, executive officer, other officer of the
Company participating in the offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of
20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter
(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity as of the date of this
Agreement and on the Closing Date (each, a “Company Covered Person” and, together, “Company Covered
Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)
under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule
506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is a Company
Covered Person; and (ii) whether any Company Covered Person is subject to a Disqualification Event. The Company will comply with
its disclosure obligations under Rule 506(e).


 


(ii)Other
Covered Persons. The Company is not aware of any person (other than any Company Covered Person) that has been or will be paid
(directly or indirectly) remuneration in connection with the purchase and sale of the Notes and/or Warrants that is subject to
a Disqualification Event (each an “Other Covered Person”).


 






    	 	14	 



     


    

 


(iii)Reasonable
Notification Procedures. With respect to each Company Covered Person, the Company has established procedures reasonably designed
to ensure that the Company receives notice from each such Company Covered Person of (i) any Disqualification Event relating to
that Company Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating
to that Company Covered Person; in each case occurring up to and including the Closing Date.


 


(iv)Notice
of Disqualification Events. The Company will notify the Purchasers immediately in writing upon becoming aware of (i) any Disqualification
Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
Event relating to any Company Covered Person and/or Other Covered Person.


 


(o)Accuracy
of Information, etc. No statement or information contained in this Agreement, the SEC Reports, any other Document or any other
document, certificate or statement furnished to the Purchasers by or on behalf of the Company in writing for use in connection
with the transactions contemplated by this Agreement and/or the other Documents, contained as of the date such statement, information,
document or certificate was made or furnished, as the case may be, any untrue statement of a material fact or omitted to state
a material fact necessary to make the statements contained herein or therein, taken as a whole, not materially misleading. There
is no fact known to the Company that could have a Material Adverse Effect that has not been expressly disclosed herein, in the
other Documents, or in any other documents, certificates and statements furnished to the Purchasers for use in connection with
the transactions contemplated hereby and by the other Documents.


 


(p)Solvency.
The Company is as of the date hereof Solvent; and shall be Solvent immediately prior to, and immediately following the Closing,
after giving effect to the incurrence of all Indebtedness and all other obligations being incurred by the Company pursuant hereto
and the other Documents including, but not limited to, all Liabilities and pursuant to the other Documents and the use of the
Purchase Prices as provided elsewhere herein.


 


(q)Affiliate
Transactions. Other than as disclosed in the SEC Reports, the Company has not purchased, acquired or leased any property from,
or sold, transferred or leased any property to, or entered into any other transaction with (i) any Affiliate, (ii) any officer,
director, manager, stockholder or member of the Company or any Affiliate of any thereof, or (iii) any member of the immediate
family of any of the foregoing, except on terms comparable to the terms which would prevail in an arms-length transaction between
unaffiliated third parties and have been disclosed to the Purchasers in writing.


 






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(r)Intellectual
Property. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service
marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
as described in the SEC Reports as necessary or required for use in connection with its business and which the failure to so have
could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and the Company
has not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been
abandoned, or is expected to expire or terminate or be abandoned. The Company has not received, since the date of the latest audited
financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have
a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is
no existing infringement by another Person of any of the Intellectual Property Rights. The Company has taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do
so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Intellectual Property
Rights of the Company are set forth in the SEC Reports.


 


(s)Variable
Rate Securities. The Company has not directly and/or indirectly entered into, nor has any agreement, intention and/or obligation
to enter into any Variable Rate Transaction.


 


(t)USA
Patriot Act. The Company is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended,
and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V,
as amended) and any other enabling legislation or executive order relating thereto, and (b) the USA Patriot Act (Title III of
Pub. L. 107-56, signed into law October 26, 2001) (the “Act”). No part of the proceeds of the Notes will be
used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business
or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


(u)Foreign
Asset Control Laws. The Company is not a Person named on a list published by OFAC or a Person with whom dealings are prohibited
under any OFAC Regulations.


 


(v)Indebtedness;
Liens, Etc. Except for Permitted Indebtedness and Permitted Liens, the Company has no Indebtedness nor any Liens.


 


(w)Authorization;
Enforcement. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization,
execution and delivery of the Documents and the performance of all obligations of the Company under the Documents, and have been
taken on or prior to the date hereof. Each of the Documents has been duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.


 






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(x)Valid
Issuance of the Notes, the Warrants, and Underlying Shares, Etc. Each of the Notes and the Warrants has been duly authorized
and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable,
free and clear of all Liens and all restrictions on transfer other than those expressly imposed by the federal securities laws
and vest in the Purchasers full and sole title and power to the Notes and the Warrants purchased hereby by the Purchasers, free
and clear of all Liens, and restrictions on transfer other than those imposed by the federal securities laws. All Conversion Shares
when issued pursuant to conversion of the Notes ; and all Warrant Shares when issued pursuant to any exercise of the Warrants
will be duly and validly issued, fully paid and nonassessable, will be free and clear of all Liens and all restrictions on transfer
other than those expressly imposed by the federal securities laws and vest in the holder full and sole title and power to such
securities. The Company has reserved from its duly authorized unissued Common Stock, the Required Reserve Amount, which Required
Reserve Amount shall be continuously determined by the Company to ensure that the Required Reserve Amount is in reserve with the
Transfer Agent at all times. The Notes, the Warrants, Conversion Shares, and Warrant Shares shall sometimes be collectively referred
to as the “Securities.”


 


(y)Offering.
The offer and sale of the Notes and the Warrants as contemplated by this Agreement, are exempt from the registration requirements
of the Securities Act, and the qualification or registration requirements of state securities laws or other applicable blue sky
laws. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss
of such exemptions.


 


(z)Capitalization
and Voting Rights. The authorized capital stock of the Company and all securities of the Company issued and outstanding are
set forth in the SEC Reports as of the dates reflected therein. All of the outstanding shares of Common Stock and other securities
of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in the
SEC Reports, there are no agreements or arrangements under which the Company is obligated to register the sale of any of the Company’s
securities under the Securities Act. Except as set forth in the SEC Reports, no shares of Common Stock and/or other securities
of the Company are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings,
or arrangements by which the Company is or may become bound to issue additional shares of the capital stock and/or other securities
of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company other than those
issued or granted in the ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans
or arrangements. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted
securities and/or as set forth in the SEC Reports, the Company is not a party to, and it has no knowledge of, any agreement restricting
the voting or transfer of any shares of the capital stock and/or other securities of the Company. Except as set forth in the SEC
Reports, the offer and sale of all capital stock, convertible or exchangeable securities, rights, warrants, options and/or any
other securities of the Company when any such securities of the Company were issued complied with all applicable federal and state
securities laws, and no current and/or prior holder of any securities of the Company has any right of rescission or damages or
any “put” or similar right with respect thereto that would have a Material Adverse Effect. Except as set forth in
the SEC Reports, there are no securities or instruments of the Company containing anti-dilution or similar provisions that will
be triggered by the issuance and/or sale of the Securities and/or the consummation of the transactions described herein or in
any of the other Documents.


 






    	 	17	 



     


    

 


(aa) SEC Reports.
The Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and the Company is current in
its filing obligations under the Exchange Act, including, without limitation, as to its filings of Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (collectively, the “SEC Reports”). In this regard,
the Company’s Annual Report on Form 10-K for 2015 shall be filed by no later than April 30, 2016 The SEC Reports, at the
time filed with the SEC, did not contain any untrue statement of a material fact or omit to state any fact necessary to make any
statement therein not misleading. All financial statements included in the SEC Reports (the “Financial Statements”)
have been prepared in accordance GAAP applied on a consistent basis throughout the periods indicated and with each other, except
that unaudited Financial Statements may not contain all footnotes required by generally accepted accounting principles. The Financial
Statements fairly present, in all material respects, the financial condition and operating results of the Company as of the dates,
and for the periods, indicated therein, subject in the case of unaudited Financial Statements to normal year-end audit adjustments.


 


(cc) Sarbanes-Oxley
Act. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002
that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder
that are effective as of the date hereof.


 


(ee) Arbitration,
Absence of Litigation. Except as disclosed in the SEC Reports, there is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of the Company, threatened against or affecting the Company, the Common Stock or any of the Company’s
officers or directors or 5% or greater stockholders in their capacities as such.


 






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(gg)Material
Changes; Undisclosed Events, Liabilities or Developments. Except as provided in Schedule 3.1(gg), since the date of
the latest audited Financial Statements included in the SEC Reports, except as specifically disclosed in a subsequent Public Report
filed with the SEC prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could
reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or
otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s Financial Statements pursuant to GAAP or disclosed
in Public Reports pursuant to SEC rules and/or regulations, (iii) the Company has not altered its method of accounting, (iv) the
Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed
or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities
to any officer, director or affiliate, except pursuant to existing Company stock option plans. The Company does not have pending
before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated
by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably
expected to occur or exist with respect to the Company or its business, properties, operations, assets or financial condition,
that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made
or deemed made that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made.


 


(hh)Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any Purchaser or its agents or counsel with any information
that constitutes material, non-public information. The Company understands and confirms that each Purchaser will rely on the Documents,
the information included therein including, but not limited to, the foregoing representation and the SEC Reports in purchasing
the Notes and Warrants. All of the disclosure furnished by or on behalf of the Company to the Purchasers in the Documents and/or
in the SEC Reports regarding, among other matters relating to the Company, its business and the transactions contemplated in the
Documents, are true and correct in all material respects as of the date made and do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The Company acknowledges and agrees that none of the Purchasers does make nor has
it has made any representations or warranties with respect to the transactions contemplated in the Documents other than those
specifically set forth in Section 7 hereof.


 


(ii)No
Integrated Offering. Assuming the accuracy of the representations and warranties set forth in Section 7, neither the
Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause the issuance and/or
sale of the Securities to be integrated with prior offerings of securities by the Company for purposes of (i) the Securities Act
which would require the registration of any such Securities and/or securities of the Company under the Securities Act, or (ii)
any stockholder approval provisions of any Trading Market on which any of the securities of the Company are listed, eligible for
quotation and/or designated.


 


(jj)Bankruptcy
Status; Indebtedness. The Company has no current intention or expectation to file for reorganization or liquidation under
the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable representation date. All outstanding
secured and unsecured Indebtedness (as defined below) of the Company, or for which the Company has commitments, is set forth in
the SEC Reports.


 






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(kk)Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company.


 


(ll)No
Consents, Etc. No direct or indirect consent, approval, authorization or similar item is required to be obtained by the Company
to enter into this Agreement, the Notes, the Warrants, and/or the other Documents to which it is a party and to perform or undertake
any of the transactions contemplated pursuant to this Agreement, the Notes, the Warrants, and/or any of the other Documents to
which it is a party.


 


(mm)Listing
of Securities. All Underlying Shares have been approved for listing or quotation on the Trading Market, subject only to notice
of issuance.


 


(nn)Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares issuable pursuant to terms of the Notes
and the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further
acknowledges that its obligation to issue Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement
and the Notes and the number of Warrant Shares issuable upon exercise of the Warrants in accordance with this Agreement and the
Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership
interests of other stockholders of the Company.


 


(oo)Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation or the laws
of the jurisdiction of its formation which is or could become applicable to the Purchasers as a result of the transactions contemplated
by this Agreement and/or the other Documents, including, without limitation, the Company’s issuance of the Securities and
each Purchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement
relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.


 


(pp)Manipulation
of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any
action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,
or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any
compensation for soliciting another to purchase any other securities of the Company.


 






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(qq)DTC
Eligible. The Common Stock is DTC eligible and DTC has not placed a “freeze” or a “chill” on the Common
Stock and the Company has no reason to believe that DTC has any intention to make the Common Stock not DTC eligible, or place
a “freeze” or “chill” on the Common Stock.


 


(rr)No
Delisting from Trading Market. The Common Stock is eligible for quotation on the Principal Market and the Company has no reason
to believe that the Principal Market has any intention of delisting the Common Stock from the Principal Market.


 


(ss)No
General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale
of the Securities. The Company has not engaged any placement agent or other agent in connection with the sale of the Securities.


 


(tt)Acknowledgment
Regarding each Purchaser’s Purchase of Notes and Warrants. The Company acknowledges and agrees that each Purchaser is
acting solely in the capacity of an arm’s length purchaser with respect to the other Documents and the transactions contemplated
hereby and thereby and that such Purchaser is not (i) an officer or director of the Company, (ii) an Affiliate of the Company
or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as
defined for purposes of Rule 13d-3 of the Exchange Act. The Company further acknowledges that each Purchaser is not acting as
a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Documents and the transactions
contemplated hereby and thereby, and any advice given by such Purchaser or any of its representatives or agents in connection
with the Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser’s purchase
of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into the Documents
has been based solely on the independent evaluation by the Company and its representatives.


 


(uu)Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 7.10 and 4.1(p) hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers
has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short,
securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities
for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without
limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement
transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and
counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently
have a “short” position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with
or control over any arm’s length counter-party in any “derivative” transaction. The Company further
understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period
that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares
deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of
the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted.
The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Documents


 






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(vv)Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated
or other off balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed
or that otherwise would be reasonably likely to have a Material Adverse Effect.


 


(ww)Subsidiary
Rights. The Company has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive
dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or any Subsidiary.


 


(xx)Internal
Accounting and Disclosure Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance
with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared
with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference.
The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that
are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of
the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s
management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate,
to allow timely decisions regarding required disclosure. Except as disclosed in the SEC Reports, during the twelve months prior
to the date hereof the Company has not received any notice or correspondence from any accountant relating to any material weakness
in any part of the system of internal accounting controls of the Company


 






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ARTICLE 4


COVENANTS


 


4.1Affirmative
Covenants. Commencing on the Initial Closing Date and until all the Liabilities are paid in full and this Agreement, Company
covenants and agrees that:


 


(a)Financial
Statements and Certificates. While any amounts are owed to the Purchaser from the Company (including, but not limited to,
any Liability), Company will furnish the following to the Purchaser, all in form and scope acceptable to the Purchaser, unless
such information is included in the Company’s most recent SEC Reports:


 


(i)within
105 days after the close of each fiscal year of Company, a copy of the annual report of Company consisting of a balance
sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit
and loss statement and statement of changes in financial position of Company, prepared in conformity with GAAP, duly prepared
by certified public accountants of recognized standing selected by Company and reasonably approved by the Purchaser;


 


(ii)within
45 days after the end of each fiscal quarter, (A) a copy of an unaudited financial statement of Company prepared in the same manner
as the report referred to in paragraph (i) above, signed by the chief financial officer of Company and consisting of a balance
sheet as at the close of such fiscal quarter and statements of earnings, cash flow, income and source and application of funds
for such fiscal quarter and for the period from the beginning of such fiscal year to the close of such fiscal quarter, and (B)
a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the
chief executive officer or chief financial officer of Company, stating that Company has not become aware of any Event of Default
that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken
to cure it;


 


(iii)a duly
completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive
officer and chief financial officer of Company, stating that Company has not become aware of any Event of Default that has occurred
and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it;


 


(iv)copies
of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether
federal, state or local), unit, agency, body or entity with respect to Company that could have a Material Adverse Effect; and


 


(v)such other
information as the Purchasers from time to time reasonably requests.


 


(b)Books,
Records and Inspections. Company shall (i) maintain complete and accurate books and records; (ii) permit access by each Purchaser
and its agents and/or representatives to such books and records as they relate to this Agreement, the Securities, and/or the other
Documents; and (iii) permit such persons, upon two (2) days prior written notice, to inspect the properties, whether real or personal,
and operations of the Company.


 






    	 	23	 



     


    

 


(c)Insurance.
The Company shall maintain such insurance as may be required by law and such other insurance to the extent and against such hazards
and liabilities as is customarily maintained by companies similarly situated. All property insurance policies shall, within 30
days following the Closing Date, contain Purchaser loss payable clauses in form and substance reasonably satisfactory to the Purchasers,
naming each Purchaser as a Purchaser loss payee, mortgagee and/or additional insured, as its interest may appear, and providing
that such policies and Purchaser loss payable clauses may not be canceled, amended or terminated unless at least thirty (30) days
(or ten (10) days in the case of non-payment of premiums) prior written notice thereof has been given to the Purchasers. All insurance
proceeds received by any Purchaser may be retained by such Purchaser, in its sole discretion, for application to the payment of
the Liabilities as the Purchaser may determine.


 


(d)Taxes
and Liabilities. The Company shall pay when due all material taxes, assessments and other liabilities except as contested
in good faith and by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established.


 


(e)Maintenance
of Business; Company Names. The Company shall (i) keep all property and systems useful and necessary in its business in good
working order and condition, (ii) preserve its existence, rights and privileges in the jurisdiction of its organization or formation,
as set forth on the SEC Reports an become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and
in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary (iii) not operate in any business other than a business substantially the same
as the business as in effect on the date of this Agreement; provided, however, that it may change its jurisdiction
of organization or formation establishment upon thirty (30) days prior written notice to the Purchasers. Company shall give Purchasers
thirty (30) days’ prior written notice before Company changes its name or does business under any other name.


 


(f)Employee
Benefit Plans, Etc. The Company shall (i) maintain each plan and/or each employee benefit plan as to which it may have any
liability in substantial compliance with all applicable requirements of law and regulations; (ii) make all payments and contributions
required to be made pursuant to such Plans and/or plans in a timely manner; and (iii) neither establish any new Plan and/or employee
benefit plan, agree or contribute to any Plan and/or multi-employer plan nor amend any existing Plan and/or employee pension benefit
plan in a manner which would increase its obligation to contribute to such Plan and/or plan.


 


(g)Good
Title. The Company shall at all times maintain good and marketable title to all of its assets necessary for the operation
of its business.


 






    	 	24	 



     


    

 


(h)Maintenance
of Intellectual Property Rights. The Company will take all reasonable action necessary or advisable to maintain all of the
Intellectual Property Rights of the Company that are necessary or material to the conduct of its business in full force and effect.


 


(i)Locations.
The Company shall give the Purchasers thirty (30) days prior written notice of a change in (i) its jurisdiction of organization
or the location of its Chief Executive Office or sole place of business or principal residence or (ii) its name.


 


(j)Securities
Law Disclosure; Publicity. (1) No later than 9:30 AM New York Time on the first Trading Day after the date hereof and after
each closing of the transactions contemplated hereby, the Company shall issue a Current Report on Form 8-K (the “Current
Report”) disclosing the material terms of the transactions contemplated hereby, and including the Documents required
to be included in such Current Report as exhibits thereto, within the time required by the Exchange Act. From and after the issuance
of the Current Report after the date hereof, the Company represents to the Purchasers that the Company shall have publicly disclosed
all material, non-public information delivered to the Purchasers, if any, as of such time by the Company, or any of its respective
officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall
afford each Purchaser and its counsel with a reasonable opportunity to review and comment upon, shall consult with each Purchaser
and its counsel on the form and substance of, and shall give due consideration to all such comments from each Purchaser and its
counsel on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such
Purchaser, the Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure
thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall reasonably
object, unless required by law. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure
contained in periodic reports filed with the SEC under the Exchange Act if it shall have previously provided the same disclosure
for review in connection with a previous filing. Notwithstanding the foregoing, the Company shall not publicly disclose the name
of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market,
without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with the
filing of final Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b)


 






    	 	25	 



     


    

 


(2)Except
with respect to the material terms and conditions of the transactions contemplated by the Documents, which shall be disclosed
pursuant to Section 4.1(j)(1), the Company covenants and agrees that neither it, nor any other Person acting on its behalf will
provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,
material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and
agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall
be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers
any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees
that such purchaser shall not have any duty of confidentiality to Company, any of its Subsidiaries, or any of their respective
officers, directors, agents, employees or Affiliates, or a duty to the Company, and of it Subsidiaries or any of their respective
officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided
that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Document constitutes,
or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file
such notice with the Commission pursuant to a Current Report on Form 8-K. Such Purchaser shall not have any liability to the Company,
any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure.
The Company understands and confirms that each Purchaser shall be relying on the foregoing covenants and obligations in effecting
transactions in securities of the Company.


 


(k)Notices.
Company shall, after receipt of knowledge thereof, give prompt written notice to the Purchasers of:


 


(i)the occurrence
of any Event of Default or any event which with the passage of time or the giving of notice or both would become an Event of Default;


 


(ii)any litigation,
investigation or proceeding which may exist at any time between Company and any governmental authority, that in either case, if
not cured or if adversely determined, as the case may be, could have a Material Adverse Effect;


 


(iii)any litigation
or proceeding affecting Company (1) in which the amount involved is $50,000 or more, (2) in which injunctive and/or other equitable
relief is sought and/or (3) which relates to any Purchaser, any Document and/or any of the transactions contemplated by any Document;


 


(iv)any Lien
(other than security interests created hereby or Permitted Liens) and/or any Indebtedness other than Indebtedness related to the
Documents or Permitted Indebtedness; and


 


(v)Any matter,
development and/or event that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any
such matter arising from: any breach or non-performance of, or any default, terms of default or event of default under the Documents,
and/or any other material agreements that the Company is a party to and/or any of its property is bound by;


 


Each notice pursuant to this Section 4.1(k)
shall be accompanied by a statement of the Company setting forth details of the occurrence referred to therein and stating
what action the Company proposes to take with respect thereto.


 






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(l)Environmental
Laws. The Company shall (i) comply in all material respects with, and endeavor to ensure compliance in all material respects
by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all material respects
with and maintain, and endeavor to ensure that all tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws,
and (ii) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required
under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all governmental
authorities regarding Environmental Laws.


 


(m)Further
Assurances. The Company shall, from time to time execute and deliver, or cause to be executed and delivered, such additional
instruments, certificates or documents, and take such actions, as each Purchaser may reasonably request for the purposes of implementing
or effectuating the provisions of this Agreement and the other Documents. Upon the exercise by any Purchaser of any power, right,
privilege or remedy pursuant to this Agreement or the other Documents which requires any consent, approval, recording, qualification
or authorization of any governmental authority, Company will execute and deliver, or will cause the execution and delivery of,
all applications, certifications, instruments and other documents and papers that such Purchaser may be required to obtain from
Company for such governmental consent, approval, recording, qualification or authorization.


 


(n)Reservation
of Shares. So long as any Securities are owned beneficially and/or of record by any Purchaser or any transferee thereof, the
Company covenants and agrees that it will at all times reserve and keep available out of its authorized and unissued shares of
Common Stock a number of shares of Common Stock at least equal to (the “Required Reserve Amount”) (i) 100%
and when, if, and as available, 300%, multiplied by (ii) the Required Minimum (as defined below) for the sole purpose of issuance
upon conversion of the Notes, payment of interest on the Notes and exercise of the Warrants (and/or any transferee thereof), free
from preemptive rights or any other actual contingent purchase rights of Persons other than the applicable Purchaser (and any
other holders of any Notes and/or Warrants transferred from a Purchaser), The Company covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times
as a registration statement covering such shares is then effective under the Securities Act, will be registered for public resale
in accordance with such registration statement. For purposes of this Agreement, the “Required Minimum” shall
mean the sum of (I) the quotient obtained by dividing the sum of (A) (i)
all outstanding Indebtedness represented by the Notes, (ii) all interest thereon (whether accrued or not), and (iii)
and/or other amounts owed under the Documents, including Liabilities to the Purchasers from the Company (including but not limited
to Late Fees, and liquidated damages), by (B) the lower of (i) the Conversion Price (as defined in the Notes) on the date of Closing,
and (b) in the event that the average closing bid price or closing sale price, as the case may be, immediately prior to Trading
Day that any determination of the Required Reserve Amount is calculated, the average closing bid price or sale price (as the case
may be) for a share of Common Stock for the 5 consecutive Trading Days immediately prior to the determination date is below the
Conversion Price or the Alternative Conversion Price, as the case may be, plus (II) the quotient of (A) the sum of all shares
of Common Stock issuable upon exercise of all Warrants and/or other warrants owed by the Purchasers or any transferee thereof,
divided by (B) the lower of (i) the Exercise Price (as defined in the Warrants) on the Closing Date, and (ii) if the Exercise
Price is below the average closing bid price or closing sale price, as the case may be, for a Share of Common Stock on the Trading
Market for the 5 consecutive Trading Days prior to the particular date of the determination, the Alternative Conversion Price.
The Company shall be required to calculate the Required Minimum on the first Trading Day of each month that any Securities are
outstanding and provide such calculation to each Purchaser and the Transfer Agent promptly. For purposes of calculating the Required
Minimum, Company shall assume that all principal of all Notes will remain outstanding for eighteen (18) months and all accrued
but unpaid interest hereon accrues at the rate of 18% per annum, is paid on the date 18 months from the Closing Date, and all
Warrants (and warrants) will remain unexercised for 5 years.


 






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(o)Amendments
to Articles of Incorporation. The Company shall increase its authorized but unissued and non-reserved shares of Common Stock
pursuant to and in accordance with all applicable state and federal rules, laws, regulations by filing a Certificate of Amendment
with the proper authorities in Nevada (the “Increase”), which Increase shall be completed and effective no
later than on or before June 6, 2016. The Company and the Investor acknowledge and agree that the failure of the Increase to be
effective on or before June 6, 2016 shall constitute an Event of Default under the Note and a Material Adverse Effect and in addition
to such other remedies available to the Purchasers, the Company shall pay to each Purchaser two (2%) percent of such Purchaser’s
aggregate principal amount of Notes outstanding owned by such Purchaser. This provision shall also apply to each other time the
Company does not have the Required Reserve Amount, except the period from notice to the Company to the effective date of any Required
Reserve Amount shall be no more than 60 days.


 


(p)Certain
Transactions and Confidentiality.


 


(i)Each Purchaser,
severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant
to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities
during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by
this Agreement are first publicly announced pursuant to the initial Current Report as described in Section 4.1(j). Each Purchaser,
severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement
are publicly disclosed by the Company pursuant to the initial Current Report as described in Section 4.1(j), such Purchaser will
maintain the confidentiality of the existence and terms of this transaction and the information included in the Documents and
the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary,
the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that
it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.1(j), (ii) no Purchaser
shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable
securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant
to the initial press release as described in Section 4.1(j) and (iii) no Purchaser shall have any duty of confidentiality or duty
not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release
as described in Section 4.1(j); provided, however, each Purchaser agrees, severally and not jointly with any other
Purchasers, that (i) such Purchaser will not enter into any Net Short Sales (as hereinafter defined) from the period commencing
on the Closing Date and ending on the date that such Purchaser no longer holds any Notes or Warrants. For purposes of this Section
4.1(p), a “Net Short Sale” by any Purchaser shall mean a sale of Common Stock by such Purchaser that is marked
as a short sale and that is made at a time where there is no equivalent offsetting long position in Common Stock held by such
Purchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by the Purchaser,
Underlying Shares that have not yet been converted pursuant to the Notes and Warrant Shares that have not yet been exercised pursuant
to the Warrants shall be deemed to be held long by the Purchaser, and the amount of shares of Common Stock held in a long position
shall be all unconverted Underlying Shares and unexercised Warrant Shares (ignoring any exercise and conversion limitations included
in the Warrants and Notes) issuable to such Purchaser on such date, plus any shares of Common Stock or Common Stock Equivalents
otherwise then held by such Purchaser. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that
made the investment decision to purchase the Securities covered by this Agreement. For the avoidance of doubt, except as described
in Section 4.1(p)(ii) below, no Purchaser shall perform a Net Short Sale.


 






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(ii)Notwithstanding
anything to the contrary contained in Section 4.1(p)(i) above, in the event that the Company does not or is unable to honor a
notice of conversion in connection with (i) any Purchaser of the Notes (subject to the Company’s obligations to honor a
notice of conversion as set forth in the Notes), (ii) any Purchaser that holds the Company’s Series E Convertible Preferred
Stock (subject to the Company’s obligations to honor a notice of conversion as set forth in the applicable certificate of
designation, as amended), or (iii) any Purchaser that holds the Company's Series H Convertible Preferred Stock (subject to the
Company’s obligations to honor a notice of conversion as set forth in the applicable certificate of designation, as amended);
then, such Purchaser in each case shall be entitled to perform a Net Short Sale. In the event that the Company subsequently honors
a notice of conversion within two (2) Trading Days after the time permitted under the Notes or the applicable certificate of designation,
as amended (the “Default Cure”), then such Purchaser must close out the Net Short Sale within (3) Trading Days of
such Purchaser’s receipt of written notice from the Company of the Default Cure.


 


4.2Negative Covenants.
Until all the Liabilities are paid in full, Company covenants and agrees that:


 


(a)Restricted
Payments. Except to the Purchasers, the Company shall not directly or indirectly, redeem, defease, repurchase, repay or make
any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases,
tender offers, private transactions or otherwise), all or any portion of any Indebtedness, whether by way of payment in respect
of principal of (or premium, if any) or interest on, such Indebtedness, except for Permitted Indebtedness; provided, however,
that notwithstanding anything to the contrary provided herein or elsewhere, in no event shall the Company directly and/or indirectly
make any payment to any officer, director, or 5% or greater beneficial holder of the Company’s voting stock or Common Stock
or an affiliate of the Company and/or any affiliate of any such person representing the direct and/or indirect repayment of Indebtedness,
premiums and/or interest on Indebtedness, unpaid salaries, consulting fees, expenses, accrued but unpaid interest and/or otherwise,
except as set forth in Schedule 4.2(a).


 


(b)Restricted
Issuances. Except to the Purchasers, the Company shall not, directly or indirectly, (i) issue any securities and/or Indebtedness
(other than as contemplated by this Agreement and/or the Documents) or (ii) issue any other securities that would cause a breach
or default, an event of default and/or an Event of Default under any Note and/or any other Document.


 


(c)Restriction
on Redemption and Dividends. Except to the Purchasers, the Company shall not, directly or indirectly, redeem, repurchase or
declare or pay any dividend or distribution on any of its capital stock whether in cash, stock rights and/or property, except
in connection with a Qualified Public Offering or as set forth in the SEC Reports.


 


(d)Restriction
on Transfer of Assets. The Company shall not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off,
close, convey or otherwise dispose of any assets or rights of the Company owned or hereafter acquired whether in a single transaction
or a series of related transactions, other than sales, leases, licenses, assignments, transfers, conveyances and other dispositions
of such assets or rights by the Company in the ordinary course of business; provided, however, that in the event that the Company
wishes to effect a transaction under this Section 4.2(d) it shall, prior to undertaking such effort, provide each Purchaser with
a high-level understanding of the objectives and ideal terms of such anticipation transaction. No fewer than four (4) trading
days prior to the execution of each of a binding term sheet and definitive documentation, the Company shall deliver to each Purchaser
a written notice of any material terms and/or changes since the prior notice given to the Company and shall include a term sheet
or similar document relating thereto as an attachment. Thereafter, upon receipt of draft execution copies of such definitive documentation,
the transaction shall be subject to each Purchaser’s consent, which consent will not be unreasonably withheld. The Company
shall file a Current Report on Form 8-K no later than 9:30am New York time on the next Trading Day following the execution of
any such documentation.


 






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(e)Change
in Nature of Business. The Company shall not, directly or indirectly, engage in any business substantially different from
the business conducted by the Company on the Closing Date or any business substantially related or incidental thereto. The Company
shall not, directly or indirectly, modify its or their corporate structure for any purpose.


 


(f)Indebtedness.
Company shall not incur or permit to exist any Indebtedness, except for Permitted Indebtedness.


 


(g)Liens.
Company shall not create or permit to exist any Liens or security interest with respect to any assets whether now owned or hereafter
acquired and owned, except for Permitted Liens.


 


(h)Guaranties,
Loans or Advances. The Company shall not become or be a guarantor or surety of, or otherwise become or be responsible in any
manner with respect to any undertaking of any other Person, or make or permit to exist any loans or advances to or investments
in any other Person, except for the endorsement, in the ordinary course of collection, of instruments payable to it or to its
order.


 


(i)Violation
of Law. The Company shall not violate any law, statute, ordinance, rule, regulation, judgment, decree, order, writ or injunction
of any federal, state or local authority, court, agency, bureau, board, commission, department or governmental body if such violation
could have a Material Adverse Effect.


 


(j)Unconditional
Purchase Obligations. The Company shall not enter into or be a party to any contract for the purchase of materials, supplies
or other property or services if such contract requires that payment be made by it regardless of whether or not delivery is ever
made of such materials, supplies or other property or services.


 


(k)Use
of Proceeds. The Company shall not permit any proceeds of the Notes to be used either directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of “purchasing or carrying any margin stock” within the meaning of Regulation
U of the Board of Governors of the Federal Reserve System, as amended from time to time.


 


(l)Hedge
Agreements. The Company shall not enter into any hedge agreement other than hedge agreements entered into in the ordinary
course of business, and not for speculative purposes, to protect against changes in interest rates or foreign exchange rates.


 


(m)ERISA.
The Company shall not create or become obligated under any Plan.


 






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(n)No
Variable Rate Transactions, Etc. For as long as any Notes and/or Warrants remain outstanding, the Company shall not directly
or indirectly (i)(I) consummate any exchange of any Indebtedness and/or securities of the Company for any other securities and/or
Indebtedness of the Company, (II) cooperate with any person to effect any exchange of securities and/or Indebtedness of the Company
in connection with a proposed sale of such securities from an existing holder of such securities to a third party), and/or (III)
reduce and/or otherwise change the exercise price, conversion price and/or exchange price of any Common Stock Equivalent of the
Company and/or amend any non-convertible Indebtedness of the Company to make it convertible into securities of the Company, (ii)
issue or sell any of its securities either (I) at a conversion, exercise or exchange rate or price that is based upon and/or varies
with the trading prices of, or quotations for, the shares of Common Stock, and/or (II) with a conversion, exercise or exchange
rate and/or price that is subject to being reset on one or more occasions either (x) at some future date after the initial issuance
of such securities or (y) upon the occurrence of specified or contingent events directly or indirectly related to the business
of the Company or the market for the Common Stock, and/or (iii) enter into any agreement (including, without limitation, an “equity
line of credit” or an “at-the-market offering”) whereby the Company may sell securities at a future determined
price. Any transaction contemplated in this Section 4.2(n), shall be referred to as a “Variable Rate Transaction.”
Each Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any Variable Rate Transaction (without
the need for the posting of any bond or similar item, which the Company hereby expressly and irrevocably waives the requirement
for), which remedy shall be in addition to any right of any Purchaser to collect damages.


 


(o)Transactions
with Affiliates. The Company shall not directly and/or indirectly enter into, renew, extend or be a party to, any transaction
or series of related transactions (including, without limitation, lending funds to an Affiliate and/or borrowing funds from any
Affiliate, the purchase, sale, lease, transfer or exchange of property, securities or assets of any kind or the rendering of services
of any kind) with any officer, director, Affiliate and/or any Affiliate of such person.


 


(p)Subsidiaries.
The Company will not, and will not permit any Subsidiary to, create or acquire any additional Subsidiary. The Company shall
not, and shall not permit any Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Subsidiary to any
Person. Neither the Company nor any Subsidiary shall have any foreign Subsidiaries.


 


4.3Additional Covenant.
The Company will satisfy the 2016 Shareholder Meeting Conditions in accordance with the terms thereof.


 






    	 	31	 



     


    

 


ARTICLE 5

CLOSING CONDITIONS


 


5.1Closing Conditions
of each Purchaser. Each Purchaser’s obligation to enter into the Documents and purchase the Note and Warrants at the
First Closing, the Second Closing, and Third Closing (as applicable and to the extent not previously fulfilled) is subject to
the fulfillment of each and every one of the following conditions prior to or contemporaneously with such Purchaser entering into
the Documents and purchasing the Note and Warrants at the applicable Closing (unless waived by such Purchaser in writing in its
sole and absolute discretion):


 


(a)Delivery
of Documents. Each Purchaser shall have received from the Company each of the following (together with all Exhibits, Schedules,
annexes to each of the following), in form and substance reasonably satisfactory to such Purchaser and its counsel, and where
applicable, duly executed and recorded (to the extent required):


 


(i)certificates
of the Chief Executive Officer and Secretary of Company and certifying as of the applicable Closing Date to (a) copies of the
Certificate of Incorporation and by-laws of the Company, as restated or amended as of the date of this Agreement; (b) all actions
taken and consents made by the Company and its Board of Directors and stockholders, as applicable to authorize the transactions
provided for or contemplated under this Agreement and the other Documents and the execution, delivery and performance of the Documents;
(c) the names of the directors and officers of the Company authorized to sign the Documents, together with a sample of the true
signature of each such Person; (d) that all representatives and warranties of the Company made herein and/or in any of the other
Documents are true and correct in all respects; (e) that all covenants of the Company to be fulfilled herein and/or in any of
the other Documents have been fulfilled and complied with in all respects; (f) all Equity Conditions have been met; and (g) that
no default or Event of Default has occurred or is continuing under this Agreement, any of the other Documents, or any of the Company’s
material agreements;


 


(ii)this Agreement;


 


(iii)the Notes
issuable at the applicable Closing;


 


(iv)the Warrants
issuable at the applicable Closing;


 


(v)the Registration
Right Agreement;


 


(vi)the Security
Agreement;


 


(vii)the Intercreditor
and Subordination Agreement;


 


(viii)the
Patent and Trademark Agreement


 


(ix)the Leak-Out
Agreement;


 


(x)the Lock-Up
Agreement:


 






    	 	32	 



     


    

 


(xi)certificates
of good standing obtained prior to the applicable Closing for Company and each Subsidiary in the jurisdiction of each of such
Persons incorporation or formation, in the principal places in which Company conducts business and in places in which each such
Person owns real estate;


 


(xii)the fully
executed Transfer Agent Instruction Letter obtained prior to the applicable Closing;


 


(xiii)the
Perfection Certificate obtained prior to the applicable Closing;


 


(xiv)All Purchaser
UCC Documents with proof of filing thereof;


 


(xv)a legal
opinion of the Company’s corporate and securities counsel customarily given in connection with transactions of the nature
set forth in this Agreement and the other Documents and in form and substance reasonably satisfactory to each Purchaser obtained
prior to the applicable Closing;


 


(xvi)Such
other documents, certificates, opinions, instruments and/or other items reasonable requested by each Purchaser and/or its legal
counsel in connection with the applicable Closing.


 


(b)Approvals.
The receipt by each Purchaser of all governmental and third party approvals necessary in connection with the continuing operations
of Company, the execution and performance of the Documents and the transactions contemplated thereby, all of which consents/approvals
shall be in full force and effect.


 


(c)Additional
Conditions. The fulfillment of each and every one of the following conditions prior to or contemporaneously with the making
of the purchase of the Notes.


 


(i)Representations
and Warranties. Each of the representations and warranties made by Company in or pursuant to the Documents and all Schedules
and/or Exhibits to this Agreement and/or any of the other Documents shall be true and correct in all material respects on and
as of the applicable Closing Date as if made (or given) on and as of such date (except where such representation and warranty
speaks of a specific date in which case such representation and warranty shall be true and correct as of such date).


 


(ii)No
Events of Default; No Equity Condition Failure. (A) No breach, event of default, Event of Default or any event which with
the passage of time or the giving of notice or both would become a breach, event of default and/or an Event of Default shall have
occurred or would result from the sale of the Note and Warrants to each Purchasers of the performance of any other transaction
set forth or contemplated by any of the Documents; (B) no Equity Condition failure has occurred or is continuing; and (C) no breach,
event of default, Event of Default or any event which with the passage of time or the giving of notice or both would become a
breach event of default and/or an Event of Default shall have occurred under any of the Company’s material agreements. For
the purposes of this Agreement and the other Documents, the Company’s agreements with Lonza Walkerville, Inc., as it may
be amended or otherwise modified from time-to- time, is deemed a material agreement.


 






    	 	33	 



     


    

 


(iii)Fees,
Etc. The Purchasers’ Expenses shall have been received by the Purchasers’ counsel.


 


(iv)Compliance
with Laws. The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations
and ordinances in connection with the execution, delivery and performance of this Agreement and the other Documents to which it
is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the Company
shall have obtained all permits and qualifications required by any applicable state securities or “Blue Sky” laws
for the offer and sale of the Securities by the Company to the Purchasers).


 


(v)No Injunction.
No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened in
writing or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which
would materially modify or delay the execution and performance of the Documents and/or any of the transactions contemplated by
the Documents.


 


(vi)No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall
have been commenced or threatened in writing, and no inquiry or investigation by any governmental authority shall have been commenced
or threatened in writing, against the Company, or any of the officers, directors or affiliates of the Company, seeking to restrain,
prevent or change the Documents and/or any of the transactions contemplated by the Documents, or seeking material damages in connection
with such Documents and/or transactions.


 


(vii)Listing
of Securities. All of the Conversion Shares and Warrant Shares shall have been approved for listing or quotation on the Trading
Market as of the Closing Date, and as required, without regard to any limitations on the conversion of the Note and/or on exercise
of the Warrants, including, but not limited to, Beneficial Ownership Limitations.


 


(viii)No
Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have
occurred and be continuing.


 


(ix)Current
Public Information. All reports, schedules, registrations, forms, statements, information and other documents required to
have been filed by the Company with the SEC since January 1, 2013, pursuant to the reporting requirements of the Exchange Act,
including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, shall have been filed
with the SEC under the Exchange Act.


 






    	 	34	 



     


    

 


(x)No Suspension
of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended and/or halted
by the SEC, the Principal Trading Market or FINRA. The Company shall not have received any final and non-appealable notice that
the listing or quotation of the Common Stock on the Principal Trading Market shall be terminated on a date certain (unless, prior
to such date certain, the Common Stock is listed or quoted on any other Principal Trading Market), trading in securities generally
as reported on the Principal Trading Market shall not have been suspended or limited, nor shall a banking moratorium have been
declared either by the U.S. or New York State authorities, there shall not have been imposed any suspension of electronic trading
or settlement services by the Depository Trust Company (“DTC”) with respect to the Common Stock that is continuing,
the Company shall not have received any notice from DTC to the effect that a suspension of electronic trading or settlement services
by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have
notified the Company in writing that DTC has determined not to impose any such suspension), nor shall there have occurred any
material outbreak or escalation of hostilities or other national or international calamity or crisis that has had or would reasonably
be expected to have a material adverse change in any U.S. financial, credit or securities market that is continuing.


 


(xi)Completion
of Due Diligence. Each Purchaser shall have completed its legal, business and financial due diligence of the Company to its
full satisfaction and are fully satisfied with the results thereof. 


 


(xii)Lock-Ups.
Each of the Persons set forth on Schedule 5.1 (c) (xiv) have signed a Lock-Up Agreement and provided executed copies to each
Purchaser.


 


(xiii)Leak-Out
Agreements. Each Purchaser has entered into Leak-Up Agreements.


 


(xiv)Purchasers
UCC Documents. All Purchasers UCC Documents shall be in form and substantially satisfactory to the Purchasers and shall have
been filed with the Secretary of State.


 


5.2Closing Conditions
of Company. The obligation of the Company to sell and issue the Notes and Warrants to the Purchasers at the applicable Closing
is subject to the fulfillment, to the Company’s reasonable satisfaction, prior to or contemporary at the applicable Closing,
of each of the following conditions (unless waived by the Company):


 


(a)No
Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened in writing or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation
of or which would materially modify or delay any of the transactions contemplated by the Documents.


 






    	 	35	 



     


    

 


(b)Receipt
of the Purchase Price. The Company shall receive at or substantially simultaneously with the applicable Closing, the Purchase
Price of each Purchaser set forth on Schedule 1 hereto (less all of the Purchasers’ Expenses).


 


ARTICLE 6

MISCELLANEOUS


 


6.1No Waiver; Modifications
In Writing. No failure or delay on the part of any Purchaser in exercising any right, power or remedy pursuant to the Documents
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification, supplement, termination
or waiver of any provision of the Documents, nor any consent by any Purchaser to any departure by the Company therefrom, shall
be effective unless the same shall be in writing and signed by such Purchaser. Any waiver of any provision of the Documents and
any consent by any Purchaser to any departure by Company from the terms of any provision of the Documents shall be effective only
in the specific instance and for the specific purpose for which given. No notice to or demand on the Company in any case shall
entitle the Company to any other or further notice or demand in similar or other circumstances.


 


6.2Set-Off.
Each Purchaser shall have the right to set-off, appropriate and apply toward payment of any of the Liabilities, in such order
of application as such Purchaser may from time to time and at any time elect, any cash, credit, deposits, accounts, securities
and any other property of Company which is in transit to or in the possession, custody or control of such Purchaser, or any agent,
bailee, or Affiliate of such Purchaser. Company hereby grants to Purchaser a security interest in all such property.


 


6.3Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed telex, facsimile or e-mail if sent during normal business hours of the
recipient; if not, then on the next Trading Day, (c) five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt:


 


If to Company: 


 


Amarantus Bioscience
Holdings, Inc. 


655 Montgomery
Street, Suite 900 


San Francisco,
CA 94111 


Attn: Gerald
Commissiong 


Fax: (408)
852-4427 


Telephone:
(415) 688-4484 


Email: gerald.commissiong@amarantus.com 


 






    	 	36	 



     


    

 


With copies
to 


(which shall
not constitute notice): 


 


Sichenzia Ross
Friedman Ference LLP


61 Broadway,
32nd Floor 


New York, NY
10006 


Attn: Jeffrey
Fessler, Esq. 


Fax: (212)
930-9725 


 


If to Purchasers: 


 


With copies
to 


(which shall
not constitute notice): 


 


Robinson Brog
Leinwand Greene Genovese & Gluck P.C. 


875 Third Avenue,
9th Floor 


New York, New
York 10022 


Attention:
David E. Danovitch, Esq. 


Phone: (212)
603-6391 


Fax No.: (212)
956-2164 


Email: ded@robinsonbrog.com 


 


Any party hereto may from time to time change
its address for notices by giving written notice of such changed address to the other party hereto.


 


6.4Costs, Expenses
and Taxes. Notwithstanding anything to the contrary provided herein or elsewhere, Company agrees to pay (A) on the applicable
Closing Date all of the Purchasers’ Expenses, including the non-accountable sum of $25,000 to for its legal fees and expenses;
and (B) following the applicable Closing Date, all fees and expenses incurred by the Purchasers (including, but not limited to,
outside counsel to the Purchasers) in connection with the administration and enforcement of the Documents and/or and the purchase
of the Notes. In addition, Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable
in connection with the execution and delivery of the Documents agrees to hold each Purchaser harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding
arising from any of the foregoing is brought against any Purchaser, Company, to the extent and in the manner directed by Purchaser,
will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by such Purchaser.
If Company shall fail to do any act or thing which each has covenanted and/or agreed to do under this Agreement and/or any other
Document or any representation or warranty on the part of Company contained in this Agreement and/or any other Document shall
be breached, the such Purchaser may, in its sole and absolute discretion, do the same or cause it to be done or remedy any such
breach, and may expend its funds for such purpose; and any and all amounts so expended by the Purchaser shall be repayable to
such Purchaser by Company immediately upon such Purchaser’s demand therefor, with interest at a rate equal to eighteen (18%)
percent during the period from and including the date funds are so expended by such Purchaser to the date of repayment in full,
and any such amounts due and owing to such Purchaser shall be deemed to be part of the Liabilities secured hereunder and under
the other Documents. The obligations of Company under this 6.4 shall survive the termination of this Agreement and the
discharge of the other obligations of Company under the Documents.


 






    	 	37	 



     


    

 


6.5Indemnity, Etc.
In addition to the payment of expenses pursuant to 6.4, whether or not all and/or any of the transactions contemplated
hereby shall be consummated, Company agrees to indemnify, pay and hold each Purchaser, and such Purchaser’s assignees and
affiliates and their respective officers, directors, employees, agents, consultants, auditors, and attorneys of any of them (collectively
called the “Indemnities”) harmless from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the
reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on,
incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of the SEC Reports, this Agreement
and/or the other Documents, the consummation of the transactions contemplated by this Agreement and the other Documents, the statements
contained in any term sheet delivered by such Purchaser, the such Purchaser’s agreement to purchase the Note, the use or
intended use of the proceeds thereof or the exercise of any right or remedy hereunder or under the other Documents (the “Indemnified
Liabilities”); provided that Company shall have no obligation to an Indemnitee hereunder with respect to Indemnified
Liabilities directly resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of
competent jurisdiction by a final and nonappealable judgment. In no event shall such Purchaser and/or any of its employees, agents,
partners, affiliates, members, equity and/or debt holders, managers, officers, directors and/or other related or similar type
of Person, have any liability to the Company and/or any of its officers, directors, employees, agent, attorneys, affiliates, consultants,
equity and/or debt holders except for any actions or lack of actions of such persons that are found by a court of competent jurisdiction
after the time for all appeals has passed to have resulted directly from such Purchaser’s intentional misconduct or gross
negligence.


 


6.6Counterparts;
Signatures. This Agreement may be executed in any number of counterparts, each of which counterparts, once they are executed
and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the
same agreement. This Agreement and the Documents may be executed by any party to this Agreement or any of the Documents by original
signature, facsimile and/or electronic signature.


 


6.7Binding Effects;
Assignment. This Agreement shall be binding upon, and inure to the benefit of, each Purchaser, Company and their respective
successors, assigns, representatives and heirs. Company shall not assign any of its rights nor delegate any of its obligations
under Documents without the prior written consent of such Purchaser. The Purchaser may delegate any of its obligations under the
Documents without the prior written consent of Company, such Purchaser may assign any of its rights, hereunder, and/or in any
of the other Documents, subject only to compliance with the federal securities laws.


 






    	 	38	 



     


    

 


6.8Headings.
Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope
or intent of this Agreement or any provision of this Agreement and shall not affect the construction of this Agreement.


 


6.9Entire Agreement.
This Agreement, together with the other Documents, contains the entire agreement between the parties hereto with respect to the
transactions contemplated herein and therein and supersedes all prior representations, agreements, covenants and understandings,
whether oral or written, related to the subject matter of this Agreement and the other Documents. The Purchasers make no covenants
to Company, including, but not limited to, any commitments to provide any additional financing to Company.


 


6.10GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
EXCLUSIVELY IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS.


 


6.11Severability
Of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


6.12Conflict.
In the event of any conflict between this Agreement and any of the other Documents, the terms and provisions of the Documents
so chosen by the Purchaser shall govern and control.


 


6.13Customer Identification
- USA Patriot Act Notice; OFAC and Bank Secrecy Act. Purchaser hereby notifies Company that pursuant to the requirements of
the Act and such Purchaser’s policies and practices, Purchaser is required to obtain, verify and record certain information
and documentation that identifies Company, which information includes the name and addresses of Company and such other information
that will allow the Purchaser to identify Company in accordance with the Act. In addition, Company shall (a) ensure that no person
who owns a controlling interest in or otherwise controls Company is or shall be listed on the Specially Designated Nationals and
Blocked Person List or other similar lists maintained by OFAC, the Department of the Treasury or included in any Executive Orders,
(b) not use or permit the use of the proceeds of the Notes to violate any of the foreign asset control regulations of OFAC or
any enabling statute or Executive Order relating thereto, and (c) comply, and cause any of its Subsidiaries to comply, with all
applicable Bank Secrecy Act (“BSA”) laws and regulations, as amended.


 






    	 	39	 



     


    

 


6.14JURISDICTION;
WAIVER. THE COMPANY ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY THE PURCHASER IN PARTIAL CONSIDERATION OF THE PURCHASERS’
RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. THE COMPANY IRREVOCABLY
CONSENTS TO THE EXCLUSIVE AND SOLE JURISDICTION IN NEW YORK, NEW YORK AND VENUE IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW
YORK FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT NEW YORK, NEW
YORK IS NOT CONVENIENT. THE COMPANY WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST THE PURCHASER IN ANY JURISDICTION EXCEPT
NEW YORK, NEW YORK. THE PURCHASER AND THE COMPANY HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING
TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.


 


6.15SERVICE OF
PROCESS. THE COMPANY AGREES THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF
BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE COMPANY AT THE
ADDRESS SET FORTH IN SECTION 6.3 OR AT SUCH OTHER ADDRESS OF WHICH EACH PURCHASER SHALL HAVE BEEN NOTIFIED PURSUANT THERETO.
THE COMPANY AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF PROCESS UPON THE COMPANY IN ANY SUIT, ACTION OR PROCEEDING, AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON
AND PERSONAL DELIVERY TO THE COMPANY. SOLELY TO THE EXTENT PROVIDED BY APPLICABLE LAW, SHOULD THE COMPANY, AFTER BEING SERVED,
FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER
THE DELIVERY OR MAILING THEREOF, THE COMPANY SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT
AGAINST AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. NOTHING HEREIN SHALL AFFECT THE PURCHASERS’
RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


6.16Survival.
The representations, and warranties of Company herein and/or in the other Documents shall survive the execution and delivery hereof
and the Closing Date; the obligations, Liabilities, agreements and covenants of the Company set forth herein and/or in the other
Documents shall survive the execution and delivery hereof and the Closing Date, as shall all rights and remedies of the Purchaser
set forth in this Agreement and/or in any of the other Documents.


 


6.17No Integration.
Neither the Company, nor any of its affiliates, nor any person acting on behalf of the Company or such affiliate, will sell, offer
for sale, or solicit offers to buy or otherwise negotiate with respect to any security (as defined in the Securities Act) which
will be integrated with the sale and/or issuance of any of the Securities in a manner which would require the registration of
the Securities under the Securities Act, or require stockholder approval, under the rules and regulations of the Trading Market
for the Common Stock. The Company will take all action that is appropriate or necessary to assure that its offerings of other
securities will not be integrated for purposes of the Securities Act or the rules and regulations of the Trading Market, with
the issuance of Securities contemplated herein.


 






    	 	40	 



     


    

 


6.18No Frustration.
From and after the date hereof and so long as the Note is outstanding, the Company, nor any of its respective officers, employees,
directors, agents or other representatives, will, without the prior written consent of the Purchaser (which consent may be withheld,
delayed or conditioned in the Purchaser’s sole discretion), effect, enter into, announce or recommend to its stockholders
any agreement, plan, arrangement or transaction (or issue, amend or waive any security) that would or would reasonably be expected
to restrict, delay, conflict with or impair the ability or right of the Company to timely perform its obligations under the Documents.


 


6.19Finders’
Fees. Each party represents that it neither is nor will be obligated for any finders’ fee or commission in connection
with this transaction, except as set forth herein. The Company shall indemnify and hold harmless the Purchaser from any liability
for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


6.20Rule 144 Availability;
Public Information. At all times from the date hereof through and including the date none of the Securities are outstanding
(the “Required Period”) Company shall ensure the Purchaser can sell the Underlying Shares pursuant to and in
accordance with Rule 144 under the Securities Act. If, (i) at any time during the Required Period, the Company shall fail for
any reason to satisfy the current public information requirement under Rule 144(c) under the Securities Act (a “Public
Information Failure”), or (ii) the Company shall fail to take such action as is reasonably requested by the Purchaser
to enable the Purchaser to sell the any of the Securities pursuant to Rule 144 under the Securities Act (including, without limitation,
delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s transfer agent
as may be reasonably requested from time to time by the Purchaser and otherwise fully cooperate with Purchaser and Purchaser’s
broker to effect such sale of the Securities pursuant to Rule 144 under the Securities Act) (a “Process Failure”)
then, in either case, in addition to the Purchaser’s other available remedies, the Company shall pay to the Purchaser, as
liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell any Underlying Shares,
an amount in cash equal to five (5.0%) percent of the aggregate principal amount of the Notes held by a Purchaser on the day of
a Public Information Failure or Process Failure, as applicable, and on every thirtieth (30th) day (pro rated for periods totaling
less than thirty days) thereafter until (a) in the case of a Process Failure, the date such Process Failure is cured, or (b) in
the case of a Public Information Failure, the earlier of (1) the date such Public Information Failure is cured and (b) such time
that such public information is no longer required for the Purchaser to transfer the Securities pursuant to Rule 144 under the
Securities Act. The payments to which the Purchaser shall be entitled pursuant to this Section 6.20 are referred to herein
as “Rule 144 Failure Payments”. Rule 144 Failure Payments shall be paid on the earlier of (i) the last day
of the calendar month during which such Rule 144 Failure Payments are incurred and (ii) the third (3rd) Trading Day after the
event or failure giving rise to the Rule 144 Failure Payments is cured.


 






    	 	41	 



     


    

 


ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER


 


7.1Authorization.
Such Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement,
the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.


 


7.2Accredited Investor
Status; Investment Experience. Such Purchaser is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D.


 


7.3Reliance on
Exemptions. Such Purchaser understands that the Note is being offered and sold to it in reliance on specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Note.


 


7.4Information.
Such Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Note and Warrants, which have been requested by such Purchaser. Such Purchaser has been
afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted
by such Purchaser shall modify, amend or affect such Purchaser’s right to rely on the Company’s representations and
warranties contained herein. Such Purchaser understands that its investment in the Note and Warrants involves a high degree of
risk. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to its acquisition of its Note and Warrants. The Purchaser is relying solely on their own accounting, legal
and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal
and tax advice with respect to its acquisition of the Note and Warrants.


 


7.5No Governmental
Review. Such Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Note, the Warrants, or the fairness or suitability of the investment
in the Note nor have such authorities passed upon or endorsed the merits of the offering of the Note and Warrants.


 


7.6Validity; Enforcement;
No Conflicts. This Agreement and each Document to which such Purchaser is a party have been duly and validly authorized, executed
and delivered on behalf of such Purchaser and shall constitute the legal, valid and binding obligations of such Purchaser enforceable
against such Purchaser in accordance with their respective terms, except as such enforceability may be limited by general principles
of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to,
or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 






    	 	42	 



     


    

 


7.7Organization
and Standing. Such Purchaser is duly organized, validly existing and in good standing under the laws of the State of where
it was formed.


 


7.8Brokers or Finders.
Such Purchaser represents and warrants, to the best of its knowledge, that no finder, broker, agent, financial advisor or other
intermediary, nor any purchaser representative or any broker-dealer acting as a broker, are entitled to any compensation in connection
with the transactions contemplated by this Agreement or the transactions contemplated hereby.


 


7.9Ability to Perform.
There are no actions, suits, proceedings or investigations pending against such Purchaser or such Purchaser’s assets before
any court or governmental agency (nor is there any threat thereof) which would impair in any way such Purchaser’s ability
to enter into and fully perform its commitments and obligations under this Agreement or the transactions contemplated hereby.


 


7.10Certain Transactions
and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales,
including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions
of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio
managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered
by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including,
without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence
and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute
a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing
of, available shares to borrow in order to effect Short Sales or similar transactions in the future.


 






    	 	43	 



     


    

 


7.11Transfer or
Resale. Such Purchaser understands that except as provided in the Registration Rights Agreement: (i) the Securities have not
been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (A) subsequently registered thereunder, (B) such Purchaser shall have delivered to the Company
an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned
or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Purchaser provides
the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A
promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”);
(ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further,
if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person) through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with
some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) except as otherwise
provided in the Documents, neither the Company nor any other Person is under any obligation to register the Securities under the
Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding
the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement
secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities
hereunder, and such Purchaser in effecting a pledge of Securities shall not be required to provide the Company with any notice
thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Document, including, without limitation,
this Section 7.11.


 


7.12Legends.
Such Purchaser understands that the certificates or other instruments representing the Notes and the Warrants, and until such
time as the resale of the Conversion Shares have been registered under the Securities Act, the stock certificates representing
the Conversion Shares and Warrant Shares, except as set
forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 


NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES. 


 


The legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue
to such holder by electronic delivery at the applicable balance account at DTC, if, unless otherwise required by state securities
laws, (i) such Securities are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other
transfer, such holder provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the
effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements
of the Securities Act, or (iii) the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The
Company shall cause its counsel to issue a legal opinion to the Transfer Agent if required by the Transfer Agent to effect the
removal of the legend hereunder. The Company shall be responsible for the fees of its transfer agent and all DTC fees
associated with such issuance. 


 


[BALANCE OF PAGE INTENTIONALLY
LEFT BLANK; SIGNATURE PAGE FOLLOWS]





 






    	 	44	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.


 





	COMPANY:	AMARANTUS BIOSCIENCE HOLDINGS, INC. 
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title: 	 




 


SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT


 






    


     


    

 





PURCHASER
SIGNATURE PAGES TO AMARANTUS SECURITIES PURCHASE AGREEMENT


 


IN WITNESS WHEREOF, the
undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above. 


 


Name of Purchaser: ________________________________________________________ 


 


Signature of Authorized Signatory of Purchaser:
_________________________________


 


Name of Authorized Signatory: _______________________________________________


  


Title of Authorized Signatory: ________________________________________________


  


Email Address of Authorized Signatory: ________________________________________


  


Facsimile Number of Authorized Signatory:
______________________________________


 


Address for Notice to Purchaser: 


 


 


 


Address for Delivery of Securities to Purchaser
(if not same as address for notice):


 


 


 


EIN Number: _______________________








  


SIGNATURE PAGE TO SECURITIES
PURCHASE AGREEMENT


 



    


     


    

 


EXHIBIT A


 


Form of Note


 


 


 


 


 


 


 






    


     


    

 





EXHIBIT B


 


Form of Warrants





 


 


 


 






    


     


    

 


EXHIBIT C


 


Form of Registration
Rights Agreement


 


 


 


 


 






    


     


    

 





EXHIBIT D


 


Form of Transfer
Agent Irrevocable Instruction Letter 


 


 


 


 


 


 


 


 


 


 



    


     


    




 


EXHIBIT E


 


Security Agreement


 


 


 


 


 


 


 


 


 


 






    


     


    

 


EXHIBIT F


 


Form of Intercreditor and Subordination
Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    


     


    

 


EXHIBIT G


 


Form of Leak-Out Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    


     


    

 


EXHIBIT H


 


Form of Lock-Up Agreement








 


 


 


 


 


 


 


 


 


 



    


     


    

 


EXHIBIT I


 


Perfection Certificate


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    


     


    

 


EXHIBIT J


 


Patent and Trademark Security Agreement


 


 


 


 


 


 


 






    


     


    

 


Schedule 1


 


Purchase Price; Securities
Purchased


 





	Name of Purchaser	
        First Closing

        Purchase Price

        for Notes

        Being Purchased
	
        First Closing

Aggregate Principal
Amount of

Notes being Purchased
	
        First Closing

Number of Warrant
Shares

issuable upon exercise of

Warrant Purchased

	 	$425,000	$472,222	
        

        425,000

	 	 	 	 
	 	$425,000	$472,222	
        

        425,000

	 	 	 	 
	 	$500,000	$555,556	500,000


 


	Name of Purchaser	
        Second Closing

        Purchase Price

        for Notes

        Being Purchased
	
        Second Closing

Aggregate Principal
Amount of

Notes being Purchased
	
        Second Closing

        Number of Warrant Shares

issuable upon
        exercise of

Warrant Purchased

	 	$825,000	$916,667	825,000
	 	 	 	 
	 	$575,000	$638,889	575,000


 



    


     


    

 


	Name of Purchaser	
        Third Closing

        Purchase Price

        for Notes

        Being Purchased
	
        Third Closing

Aggregate Principal
Amount of

Notes being Purchased
	
        Third Closing

Number of Warrant
Shares

issuable upon exercise of

Warrant Purchased

	 	$1,250,000	$1,388,889	1,250,000







 


*The difference between the Purchase Price
and the aggregate principal amount of the Note represents an original issue discount of 10%.


 






    


     


    







 


Schedule 3.1 (a)


 


Subsidiaries of
the Company


 


 


 


 


 


 


 


 






    


     


    

 


Schedule 5.1 (c) (xiv)


 


List of Persons
and Securities Owned Who Are Required to enter into Lock-Up Agreement


 


Dustin Johns 


US 1000 LLC


International Infusion LP