Diamedica Inc.: Exhibit 4.7 - Filed by newsfilecorp.com






Exhibit 4.7

SHARE EXCHANGE AGREEMENT 

dated as of the 18th day of February, 2010 

AMONG: 

The Persons Listed on 

SCHEDULE 2.1 

(Each, individually a “Sanomune Shareholder” and
collectively, the “Sanomune Shareholders”) 

- and - 

SANOMUNE INC. 
a corporation formed under the laws of
the Province of Manitoba 
(hereinafter referred to as “Sanomune”) 

- and - 

DIAMEDICA INC. 
a corporation incorporated under the
laws of the Province of Manitoba 
(hereinafter referred to as
“DiaMedica”) 




- 2 - 

TABLE OF CONTENTS 

	ARTICLE 1 DEFINITIONS 	6 
	         1.1 	Definitions 	6 
	       
       1.2 	Hereof, Herein, etc. 	10 
	         1.3 	Computation of Time Periods 	10 
	       
       1.4 	Knowledge 	11 
	         1.5 	Schedules 	11 
	ARTICLE 2 AGREEMENT TO
      EXCHANGE 	11 
	         2.1 	Sanomune Shares 	11 
	       
       2.2 	Maximum Number of DiaMedica
      Shares 	11 
	         2.3 	Closing and Delivery of Certificates 	12 
	       
       2.4 	Tax Election 	12 
	         2.5 	Share Capital 	12 
	ARTICLE 3 REPRESENTATIONS AND
      WARRANTIES OF SANOMUNE 	13 
	         3.1 	Organization and Existence 	13 
	       
       3.2 	Authorized Capital 	13 
	         3.3 	Subsidiaries 	14 
	       
       3.4 	Information 	14 
	         3.5 	Authorization and Consents 	14 
	       
       3.6 	No Other Agreement to Purchase
    	14 
	         3.7 	Agreements or Restrictions on Transfer of
      Shares 	14 
	       
       3.8 	Shareholder Loans 	15 
	         3.9 	Reports and Sanomune Financial Statements 	15 
	       
       3.10 	Absence of Certain Changes 	15 
	         3.11 	Indebtedness and Liens 	17 
	       
       3.12 	Indebtedness to Directors,
      Officers and Others 	17 
	         3.13 	Taxes 	17 
	       
       3.14 	Material Contracts 	17 
	         3.15 	Title to Property 	17 
	       
       3.16 	Tangible Property 	18 
	         3.17 	Intangible Property 	18 
	       
       3.18 	Necessary Licenses and Permits
    	18 
	         3.19 	Compliance with Law 	19 
	       
       3.20 	Employees 	19 
	         3.21 	Litigation 	19 
	       
       3.22 	No Material Adverse Change 	20 
	         3.23 	Employee Benefit Plans 	20 
	       
       3.24 	Inventory 	20 
	         3.25 	Insurance 	20 






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       3.26 	Location of Office 	20 
	         3.27 	Company Documents, Books and Records 	20 
	       
       3.28 	No Limitations 	20 
	         3.29 	Reporting Issuer Status 	20 
	       
       3.30 	Regulatory Compliance 	21 
	         3.31 	Non-Arm’s Length Transactions 	21 
	       
       3.32 	Environmental Law 	21 
	         3.33 	Canada-Switzerland Income Tax Convention 	21 
	       
       3.34 	Enforceability 	21 
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF
      SANOMUNE SHAREHOLDERS 	21
    
	       
       4.1 	Capacity 	22 
	         4.2 	Execution and Delivery 	22 
	       
       4.3 	No Violation 	22 
	         4.4 	Securities Laws 	22 
	       
       4.5 	Residence 	23 
	         4.6 	Ownership 	23 
	ARTICLE 5 REPRESENTATIONS AND
      WARRANTIES OF DIAMEDICA 	23 
	         5.1 	Organization and Existence 	23 
	       
       5.2 	Authorization 	24 
	         5.3 	Consents 	24 
	       
       5.4 	Authorized Capital 	24 
	         5.5 	No Material Adverse Change 	24 
	       
       5.6 	Reporting Issuer Status 	24 
	         5.7 	TSXV Listing 	25 
	       
       5.8 	Reports and DiaMedica Financial
      Statements 	25 
	         5.9 	Absence of Certain Changes 	25 
	       
       5.10 	Corporate Documents, Books and
      Records 	26 
	         5.11 	Information 	27 
	       
       5.12 	No Other Agreement to Purchase
    	27 
	         5.13 	Shareholder Loans 	27 
	       
       5.14 	Indebtedness and Liens 	27 
	         5.15 	Indebtedness to Directors, Officers and Others
    	27 
	       
       5.16 	Taxes 	27 
	         5.17 	Title to Assets 	27 
	       
       5.18 	Material Contracts 	28 
	         5.19 	Title to Property 	28 
	       
       5.20 	Intangible Property 	28 
	         5.21 	Necessary Licenses and Permits 	28 
	       
       5.22 	Compliance with Law 	28 
	         5.23 	Litigation 	29 






- 4 - 

	       
       5.24 	Employee Benefit Plans 	29 
	         5.25 	Inventory 	29 
	       
       5.26 	Insurance 	29 
	         5.27 	Location of Office 	29 
	       
       5.28 	No Limitations 	29 
	         5.29 	Regulatory Compliance 	29 
	       
       5.30 	Non-Arm’s Length Transactions
    	29 
	         5.31 	Environmental Law 	30 
	       
       5.32 	Enforceability 	30 
	ARTICLE 6 COVENANTS 	30 
	       
       6.1 	Filings 	30 
	         6.2 	Additional Agreements 	30 
	       
       6.3 	Access to Information 	31 
	         6.4 	Conduct of Business of Sanomune 	31 
	       
       6.5 	Conduct of Business of
      DiaMedica 	33 
	ARTICLE 7 CONDITIONS TO OBLIGATION TO
      CLOSE 	35 
	       
       7.1 	Mutual Closing Conditions 	35 
	         7.2 	DiaMedica’s Closing Conditions 	36 
	       
       7.3 	Sanomune Shareholders’ Closing
      Conditions 	38 
	ARTICLE 8 TERMINATION 	39 
	       
       8.1 	Termination 	39 
	         8.2 	Effect of Termination 	40 
	       
       8.3 	Waivers and Extensions 	40 
	ARTICLE 9 TRANSACTION COSTS 	40 
	       
       9.1 	Transactions Costs 	40 
	         9.2 	Preparation of Sanomune Financial Statements
      and Other Documentation 	40 
	ARTICLE 10 NOTICES 	40 
	         10.1 	Notices 	40 
	ARTICLE 11 INDEMNIFICATION
    	41 
	         11.1 	Survival of Covenants, Agreements, Etc. 	41 
	       
       11.2 	Indemnification by Sanomune
      Indemnifying Shareholders and Sanomune Shareholders 	42 
	         11.3 	Indemnification by DiaMedica 	42 
	       
       11.4 	Limitations on Amount 	43 
	         11.5 	Notice of Claim 	43 
	       
       11.6 	Direct Claims 	43 
	         11.7 	Third Party Claims 	43 
	       
       11.8 	Settlement of Third Party
      Claims 	44 
	         11.9 	Co-Operation 	44 
	       
       11.10 	Exclusivity 	44







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	ARTICLE 12 CONFIDENTIALITY
    	45 
	         12.1 	Confidential Information 	45 
	ARTICLE 13 MISCELLANEOUS
    	45 
	         13.1 	Amendments and Waivers 	45 
	       
       13.2 	Power of Attorney 	45 
	         13.3 	Consent to Jurisdiction 	46 
	       
       13.4 	Governing Law 	46 
	         13.5 	Further Assurances 	46 
	       
       13.6 	Time 	46 
	         13.7 	Assignment 	46 
	       
       13.8 	Independent Legal Advice 	46 
	         13.9 	Public Announcement; Disclosure 	47 
	       
       13.10 	Entire Agreement, Counterparts,
      Section Headings 	47 
	         13.11 	Regulatory Approval 	47 
	  	  	  
	SCHEDULE 2.1 Sanomune Shareholders 	  
	 	 
	SCHEDULE 3.4 Sanomune Information 	  
	 	 
	SCHEDULE 3.5 Authorization 	  
	 	 
	SCHEDULE 3.14 Material Contracts 	  
	 	 
	SCHEDULE 3.15 Title to Property 	  
	 	 
	SCHEDULE 3.16 Sanomune Tangible Property 	  
	 	 
	SCHEDULE 3.17 Sanomune Intangible Property 	  
	 	 
	SCHEDULE 4.5 Residence (Sanomune Shareholders)
	  
	 	 
	SCHEDULE 5.26 Insurance (DiaMedica) 	  
	 	 
	SCHEDULE 7.2(I) Deferoxamine Assets 	  






- 6 - 

WHEREAS the Sanomune Shareholders are the registered and
beneficial owners of all the issued and outstanding Sanomune Shares (as defined
herein); 

WHEREAS DiaMedica is a company whose common shares are
listed on the TSXV (as defined herein); 

WHEREAS DiaMedica and the Sanomune Shareholders wish to
exchange shares on the terms and conditions herein contained; and 

WHEREAS following such exchange of shares, DiaMedica
will directly own all of the Sanomune Shares and the Sanomune Shareholders will,
in the aggregate, own approximately 40% of the issued and outstanding DiaMedica
Shares (as defined herein) (excluding any DiaMedica Shares owned by Sanomune
Shareholders prior to the completion of the Transaction); 

NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows. 

ARTICLE 1 
DEFINITIONS 

	1.1 	
      Definitions



For all purposes of this Agreement the following capitalized
terms shall have the meanings set forth in this Article 1: 

“Affiliate” of an entity means any Person directly or
indirectly controlling, controlled by or under common control with, such entity.


“Articles” means, with respect to any corporation, such
corporation’s articles of incorporation, certificate of incorporation,
constating documents or such other similar organizational documents as the same
may be amended from time to time. 

“Business Day” means a day, excluding Saturday and
Sunday, on which banking institutions are open for business in Toronto, Ontario
and Winnipeg, Manitoba. 

“Canadian GAAP” means accounting principles which are:
(a) consistent with the principles promulgated or adopted by the Canadian
Institute of Chartered Accountants and its predecessors, in effect from time to
time; and (b) applied, unless otherwise required by Canadian GAAP, on a basis
consistent with prior periods. 

“Change of Control” means the acquisition, directly or
indirectly, of beneficial ownership of voting securities that results in a
holding of more than 20% of the issued and outstanding voting securities of
Sanomune or DiaMedica, as the case may be, by a third party, other than in
connection with this Agreement. 

“Claim” has the meaning set forth in Section 11.5(a) .


“Closing Date” means March 15, 2010, or such earlier or
later date as may be agreed upon in writing by Sanomune and DiaMedica. 




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“Closing Time” means 9:00 a.m. (Winnipeg time) on the
Closing Date or such other time on the Closing Date as maybe agreed upon by
Sanomune and DiaMedica. 

“Closing” means the closing of the exchange of shares
between the Sanomune Shareholders and DiaMedica, pursuant to the terms of this
Agreement at the Closing Time. 

“Confidential Information” has the meaning set forth in
Section 12.1. 

“Control” in respect of a Person (including the terms
“controlled by” and “under common control with”) means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or by other arrangement. 

“Deferoxamine Assets” has the meaning set forth in
Section 7.2(i) . 

“Deferoxamine Asset Transactions” means the transactions
relating to the transfer of the Deferoxamine Assets by Sanomune, including (i)
the transfer of Sanomune Common Shares and Sanomune Preferred Shares to a newly
incorporated corporation (“Newco”) in exchange for common shares and
preferred shares of Newco; (ii) the purchase by Sanomune of the Sanomune Common
Shares and the Sanomune Preference Shares held by Newco from Newco in exchange
for the issuance of a promissory note (the “Newco Promissory
Note”); and (iii) the transfer by Sanomune to Newco of the Deferoxamine
Assets in full satisfaction of the Newco Promissory Note. 

“DiaMedica Assets” means all assets owned by DiaMedica.


“DiaMedica Financial Statements” has the meaning set
forth in Section 5.8(a) . 

“DiaMedica Intangible Property” means all of the
Intangible Property of DiaMedica. 

“DiaMedica Options” means options to acquire DiaMedica
Shares. 

“DiaMedica Shares” means the common shares in the
capital of DiaMedica. 

“DiaMedica Stock Option Agreements” means the stock
option agreements between DiaMedica and certain of its directors, officers,
employees and management company employees pursuant to which an aggregate of
1,962,000 DiaMedica Shares may be issued. 

“Direct Claim” has the meaning set forth in Section
11.5(a) . 

“Distribution” means: (a) the declaration or payment of
any dividend in cash, securities or property on or in respect of any class of
securities of the Person or its Subsidiaries; (b) the purchase, redemption or
other retirement of any securities of the Person or its Subsidiaries, directly
or indirectly; or (c) any other distribution on or in respect of any class of
securities of the Person or its Subsidiaries. 

“$” means Canadian dollars, unless otherwise specified.


“Environmental Laws” means all applicable Laws relating
to the protection of human health and safety, the environment or natural
environment (as defined in all such Laws including air, surface water, ground
water, land surface, soil, and subsurface strata), or hazardous or toxic
substances or wastes, pollutants or contaminants. 

“Income Tax Act” means the Income Tax Act
(Canada), as amended from time to time. 




- 8 - 

“Indebtedness” means all obligations, contingent (to the
extent required to be reflected in financial statements prepared in accordance
with Canadian GAAP) and otherwise, which in accordance with Canadian GAAP should
be classified on the obligor’s balance sheet as liabilities, including without
limitation, in any event and whether or not so classified: (a) all debt and
similar monetary obligations, whether direct or indirect; (b) all liabilities
secured by any mortgage, pledge, security interest, lien, charge or other
encumbrance existing on property owned or acquired subject thereto, whether or
not the liability secured thereby shall have been assumed; (c) all agreements of
guarantee, support, indemnification, assumption or endorsement and other
contingent obligations whether direct or indirect in respect of Indebtedness or
performance of others, including any obligation to supply funds to or in any
manner to invest in, directly or indirectly, the debtor, to purchase
Indebtedness, or to assure the owner of Indebtedness against loss, through an
agreement to purchase goods, supplies or services for the purpose of enabling
the debtor to make payment of the Indebtedness held by such owner or otherwise;
(d) obligations to reimburse issuers of any letters of credit; and (e) capital
leases. 

“Indemnified Party” has the meaning set forth in Section
11.5(a) . 

“Indemnifying Party” has the meaning set forth in
Section 11.5(a) . 

“Intangible Property” means all patents, patentable
subject matter, copyrights, registered and unregistered trade-marks, service
marks, domain names, trade-names, logos, commercial symbols, industrial designs
(including applications for all of the foregoing and renewals, divisions,
extensions and reissues, where applicable, relating thereto), inventions,
licences, sublicences, trade secrets, know how, confidential and proprietary
information, patterns, drawings, computer software, databases and all other
intellectual property, whether registered or not, owned by, licensed to or used
by a Person, in any format or medium whatsoever. 

“Laws” mean all federal, provincial, state, municipal or
local laws, rules, regulations, statutes, by-laws, ordinances, policies,
judgments or orders of any federal, provincial, state, regional or local
government or any subdivision thereof or any arbitrator, court, administrative
or regulatory agency, commission, department, board or bureau or body or other
government or authority or instrumentality or any entity or Person exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government. 

“Letter Agreement” means the letter of intent dated
November 19, 2009, entered into among DiaMedica, Sanomune and CentreStone
Ventures Limited Partnership in connection with the Transaction. 

“Lien” means: (a) any encumbrance, mortgage, pledge,
hypothec, prior claim, lien, charge or other security interest of any kind upon
any property or assets of any character, or upon the income or profits
therefrom; (b) any acquisition of or agreement to have an option to acquire any
property or assets upon conditional sale or other title retention agreement,
device or arrangement (including a capitalized lease); or (c) any sale,
assignment, pledge or other transfer for security of any accounts, general
intangibles or chattel paper, with or without recourse. 

“Losses”, in respect of any matter, means all claims,
demands, proceedings, losses, damages, liabilities, deficiencies, costs and
expenses (including, without limitation, all legal and other professional fees
and disbursements, interest, penalties and amounts paid in settlement) arising
directly or indirectly as a consequence of such matter. 

“Market Price” means, in respect of a class of
securities, the market price of such class of securities determined in
accordance with the policies of the TSXV. 




- 9 - 

“Material Adverse Effect” in respect of a Person means
any change, effect, event, occurrence, condition or development that has or
could reasonably be expected to have, individually or in the aggregate, a
material and adverse impact on the business, operations, results of operations,
property, assets, capitalization, liabilities or obligations (whether absolute,
accrued, conditional or otherwise) or financial condition of such Person, other
than any change, effect, event, occurrence or state of facts: (i) relating to
the global economy or securities markets in general, or (ii) arising from any
action expressly contemplated by this Agreement or any action taken with the
prior written consent of the other parties hereto. 

“Permitted Liens” means: 

	 	(a) 	
      undetermined or inchoate Liens and charges incidental to
      construction, maintenance or operations or otherwise relating to the
      ordinary course of business which have not at the time been filed pursuant
      to Law;

	 	 	 
	 	(b) 	
      Liens for taxes and assessments for the then current
      year, Liens for taxes and assessments not at the time overdue, Liens
      securing worker’s compensation assessments and Liens for specified taxes
      and assessments which are overdue (and which have been disclosed to the
      other parties to this Agreement) but the validity of which is being
      contested at the time in good faith, if the Person shall have made on its
      books provision reasonably deemed by it to be adequate therefor;

	 	 	 
	 	(c) 	
      cash or governmental obligations deposited in the
      ordinary course of business in connection with contracts, bids, tenders or
      to secure worker’s compensation, unemployment insurance, surety or appeal
      bonds, costs of litigation, when required by law, public and statutory
      obligations, Liens or claims incidental to current construction, and
      mechanics’, warehousemen’s, carriers’ and other similar Liens;
  and

	 	 	 
	 	(d) 	
      all rights reserved to or vested in any governmental body
      by the terms of any lease, licence, franchise, grant or permit held by it
      or by any statutory provision to terminate any such lease, licence,
      franchise, grant or permit or to require annual or periodic payments as a
      condition of the continuance thereof or to distrain against or to obtain a
      Lien on any of its property or assets in the event of failure to make such
      annual or other periodic payments.



“Person” means an individual, partnership, corporation,
association, trust, joint venture, unincorporated organization and any
government, governmental department or agency or political subdivision thereof.


“Sanomune Assets” means collectively the Sanomune
Intangible Property and the Sanomune Tangible Property, but, for greater
certainty, excludes the Deferoxamine Assets. 

“Sanomune Common Shares” means the common shares in the
capital of Sanomune. 

“Sanomune Financial Statements” has the meaning set
forth in Section 3.9(a) . 

“Sanomune Indemnifying Shareholders” has the
meaning set forth in Section 3. 

“Sanomune Intangible Property” means all of the
Intangible Property of Sanomune. 

“Sanomune Options” means options to acquire Sanomune
Common Shares. 




- 10 - 

“Sanomune Preference Shares” means the preference shares
in the capital of Sanomune. 

“Sanomune Shares” means, collectively, the Sanomune
Common Shares and the Sanomune Preference Shares. 

“Sanomune Shareholders” means, collectively, the Persons
identified in Schedule 2.1 to this Agreement as the registered and beneficial
holders of the Sanomune Shares, and “Sanomune Shareholder” shall mean any
one of such Persons. 

“Sanomune Tangible Property” means all assets owned by
Sanomune other than the Sanomune Intangible Property, as set out on Schedule
3.16. 

“Sanomune Warrants” means warrants to acquire Sanomune
Preference Shares. 

“Subsidiary” shall have the meaning set forth in
The Securities Act (Manitoba). 

“Tax Returns” has the meaning set forth in Section 3.13.


“Tax” or “Taxes” means all taxes, charges, fees,
levies, imposts and other assessments, including all income, sales, use, goods
and services, value added, capital, capital gains, alternative net worth,
transfer, profits, withholding, payroll, employer health, employer safety,
workers compensation, excise, immovable property and moveable property taxes,
and any other taxes, customs duties, fees, assessments or similar charges in the
nature of a tax including Canada Pension Plan, Social Security and provincial or
state pension plan contributions and workers compensation premiums, together
with any interest, fines and penalties imposed by any governmental authority
(including federal, provincial, state, municipal and foreign governmental
authorities), and whether disputed or not. 

“Third Party Claim” has the meaning set forth in Section
11.5(a) . 

“Transaction” means the acquisition by DiaMedica of all
of the issued and outstanding Sanomune Shares from the Sanomune Shareholders in
exchange for an aggregate of 12,806,377 DiaMedica Shares, all as provided for
herein. 

“TSXV” means the TSX Venture Exchange Inc. 

	1.2 	
      Hereof, Herein, etc.



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. Unless otherwise
specified herein, the term “or” has the inclusive meaning represented by the
term “and/or” and the term “including” is not limiting. All references as to
“Sections”, “Subsections”, “Articles”, “Schedules” and “Exhibits” shall be to
Sections, Subsections, Articles, Schedules and Exhibits, respectively, of this
Agreement unless otherwise specifically provided. 

	1.3 	
      Computation of Time
Periods



In the computation of periods of time from a specified date to
a later specified date, unless otherwise specified herein, the words “commencing
on” mean “commencing on and including”, the word “from” means “from and
including” and the words “to” and “until” each means “to and including”. 




- 11 - 

	1.4 	
      Knowledge



The expression “to the knowledge of” or a similar phrase shall
mean the knowledge of the Person based on the receipt of written notice
addressed to the Person or the actual knowledge of any senior officer of the
Person. 

	1.5 	
      Schedules



The following Schedules are attached hereto and form part of
this Agreement: 

	SCHEDULE 2.1 	Sanomune Shareholders 
	SCHEDULE 3.4 	Sanomune Information 
	SCHEDULE 3.5 	Authorization 
	SCHEDULE 3.14 	Material Contracts 
	SCHEDULE 3.15 	Title to Property 
	SCHEDULE 3.16 	Sanomune Tangible Property 
	SCHEDULE 3.17 	Sanomune Intangible Property 
	SCHEDULE 4.5 	Residence (Sanomune Shareholders) 
	SCHEDULE 5.26 	Insurance (DiaMedica) 
	SCHEDULE 7.2(I) 	Deferoxamine Assets 


ARTICLE 2 
AGREEMENT TO EXCHANGE 

	2.1 	
      Sanomune Shares




	 	(a) 	
      Subject to all of the terms and conditions hereof and in
      reliance on the representations and warranties set forth or referred to
      herein, at the Closing Time, each of the Sanomune Shareholders severally
      agrees to exchange, transfer and assign all Sanomune Shares he, she or it
      owns or will own at the Closing Time (being the number set out opposite
      his, her or its name in the attached Schedule 2.1) to DiaMedica in
      consideration of DiaMedica’s issuance to such Sanomune Shareholder of that
      number of DiaMedica Shares set out opposite his, her or its name in the
      said Schedule 2.1.

	 	 	 
	 	(b) 	
      The exchange, transfer and assignment of Sanomune Shares
      for DiaMedica Shares shall proceed on the basis of: (i) 0.517 of a
      DiaMedica Share for each Sanomune Common Share, and (ii) 0.517 of a
      DiaMedica Share for each Sanomune Preference Share.

	 	 	 
	 	(c) 	
      For greater certainty, fractional DiaMedica Shares shall
      not be issued or otherwise provided for where the application of the above
      exchange ratio to the aggregate of all Sanomune Shares held by a Sanomune
      Shareholder would result in a Sanomune Shareholder being entitled to
      receive a fractional DiaMedica Share, the number of DiaMedica Shares to be
      issued to such Sanomune Shareholder shall be rounded down to the nearest
      whole DiaMedica Share if the fraction is less than .5, and shall be
      rounded up to the nearest whole DiaMedica Share if the fraction is .5 or
      more. DiaMedica will not pay any amount in cash in lieu of issuing
      fractional DiaMedica Shares.




	2.2 	
      Maximum Number of DiaMedica
  Shares



The parties acknowledge and agree that at the Closing Time, on
and subject to the terms and conditions of this Agreement, the number of
DiaMedica Shares issuable in exchange for the Sanomune Shares pursuant to Section 2.1 shall be 12,806,377 DiaMedica Shares, at a
deemed per share value equal to the Market Price of the DiaMedica Shares on the
last trading day immediately prior to Closing. 




- 12 - 

	2.3 	
      Closing and Delivery of
  Certificates




	 	(a) 	
      The Closing shall take place at the offices of Aikins,
      MacAulay & Thorvaldson LLP, 30th Floor, 360 Main Street,
      Winnipeg, Manitoba, at the Closing Time on the Closing Date, or as
      Sanomune and DiaMedica may otherwise agree in writing.

	 	 	 
	 	(b) 	
      Subject to the satisfaction of the conditions to the
      obligation to close the transactions contemplated herein set forth in
      Article 7:




	 	(i) 	
      each Sanomune Shareholder shall transfer and deliver to
      DiaMedica at the Closing Time certificates representing the Sanomune
      Shares set out opposite his, her or its name in the attached Schedule 2.1
      duly endorsed in blank for transfer or accompanied by a duly executed
      power of attorney for transfer in blank; and

	 	 	 
	 	(ii) 	
      each Sanomune Shareholder agrees to deliver to DiaMedica
      at the Closing Time such reports, undertakings and other documents with
      respect to the Transaction as may be required pursuant to applicable
      securities legislation, policy or order of any securities commission,
      stock exchange or other regulatory authority, if
any.




	 	(c) 	
      Subject to compliance with Section 2.3(b), DiaMedica
      shall deliver to the Sanomune Shareholders at the Closing Time
      certificates representing the number of DiaMedica Shares set out opposite
      their respective names in the attached Schedule
2.1.




	2.4 	
      Tax Election



DiaMedica agrees to execute and return to each of the Sanomune
Shareholders for further handling, joint elections under subsection 85(1) of the
Income Tax Act, in the manner prescribed therein, provided that the
election is prepared and forwarded to DiaMedica by the Sanomune Shareholder
prior to the Closing Date. The parties making such elections agree that
compliance with the requirements to ensure the validity of a joint tax election
on a timely basis will be the sole responsibility of each of the Sanomune
Shareholders making the election and DiaMedica agrees only to execute and to
forward such tax elections to such Sanomune Shareholder by courier service and
shall not be responsible for the preparation of the elections, verifying the
accuracy of the information contained in the elections nor the filing of the
elections. 

	2.5 	
      Share Capital



For greater certainty, DiaMedica represents, and based upon
such representation, Sanomune and the Sanomune Shareholders acknowledge, that:


	 	(a) 	
      assuming 12,806,377 DiaMedica shares are issued in
      connection with the Transaction, after the Closing, there will be an
      aggregate of 32,015,943 DiaMedica Shares issued and outstanding, of
      which:




	 	(i) 	
      an aggregate of 12,806,377 DiaMedica Shares
      (approximately 40%) shall be held by Sanomune Shareholders (excluding any
      DiaMedica Shares owned by Sanomune Shareholders prior to the completion of
      the Transaction); and







- 13 - 

	 	(ii) 	
      an aggregate of 19,209,566 DiaMedica Shares
      (approximately 60%) shall be held by the current shareholders of
      DiaMedica; and




	 	(b) 	
      1,962,000 DiaMedica Shares have been reserved for
      issuance to the current holders of DiaMedica Options at an average
      exercise price of $1.11 per share; and that no DiaMedica Shares have been
      reserved for issuance in respect of warrants.



ARTICLE 3 
REPRESENTATIONS AND WARRANTIES OF
SANOMUNE 

In order to induce DiaMedica to enter into this Agreement and
to consummate the transactions contemplated by this Agreement, including the
Transaction, Sanomune, and each of CentreStone Ventures Limited Partnership and
Genesys Ventures Inc. (together, the “Sanomune Indemnifying
Shareholders”), hereby jointly and severally represent and warrant as
follows to and in favour of DiaMedica and acknowledge that DiaMedica is relying
upon such representations and warranties in connection with such transactions:


	3.1 	
      Organization and Existence



Sanomune is a company duly formed and organized and existing
under the laws of Manitoba and has the power to own its properties
(including its Intangible Property) and to carry on its business as now
conducted and currently proposed to be conducted and has made all necessary
filings under all applicable company, securities and taxation Laws or any other
Laws to which Sanomune is subject, except where the failure to make such filing
would not have a Material Adverse Effect on Sanomune. Sanomune is not in
violation of its Articles or by-laws, except where such violation would not have
a Material Adverse Effect on Sanomune. Sanomune is in good standing under the
company or other Laws of each province or other jurisdiction in which it carries
on business, except where the failure to have such standing would not have a
Material Adverse Effect on Sanomune. No proceedings have been instituted or are
pending for the dissolution or liquidation of Sanomune. 

	3.2 	
      Authorized Capital




	 	(a) 	
      The authorized capital of Sanomune consists of an
      unlimited number of Sanomune Common Shares and an unlimited number of
      Sanomune Preference Shares.

	 	 	 
	 	(b) 	
      As at the date hereof, 3,214,385 Sanomune Common Shares
      and 21,284,316 Sanomune Preference Shares have been duly authorized and
      validly issued and outstanding as fully paid and non-assessable Sanomune
      Shares. At the Closing Time, following the completion of the Deferoxamine
      Asset Transactions, 3,751,463 Sanomune Common Shares and 20,998,317
      Sanomune Preference Shares will be duly authorized and validly issued and
      outstanding as fully paid and non-assessable Sanomune Shares. None of the
      Sanomune Shares have been or will be issued in violation of any Laws,
      Sanomune’s Articles or by-laws or any agreement to which Sanomune is a
      party or by which it is bound.

	 	 	 
	 	(c) 	
      Each Sanomune Shareholder has contributed to the capital
      of Sanomune the amount of cash or other property set forth opposite his,
      her or its name in share register contained in the minute book in
      consideration for the Sanomune Shares representing his, her or its
      respective interest in Sanomune as set forth in share register contained
      in the Sanomune minute book.







- 14 - 

	3.3 	
      Subsidiaries



Other than Sanomune U.K. Ltd. (“Sanomune U.K.”), a
wholly-owned subsidiary, Sanomune has no Subsidiaries or any other material
investments in any other Person. No person has any written or oral agreement or
option or any right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase or acquisition of
any of the issued shares of Sanomune U.K. 

	3.4 	
      Information



All data and information relating to Sanomune described in
Schedule 3.4 and provided by Sanomune, at the request of DiaMedica and its
agents and representatives, to DiaMedica and its agents and representatives in
connection with the Transaction was and is complete and true and correct in all
material respects. 

	3.5 	
      Authorization and Consents



Sanomune has the capacity, right, authority and power to enter
into this Agreement and each agreement, document and instrument to be executed
and delivered by Sanomune pursuant to this Agreement and to carry out the
Transaction and other transactions contemplated hereby or thereby. The
execution, delivery and performance by Sanomune of this Agreement and each such
other agreement, document and instrument contemplated herein have been duly
authorized by all necessary action of the Sanomune directors, the Sanomune
Shareholders and Sanomune and no other action on the part of the Sanomune
directors, the Sanomune Shareholders or Sanomune, as applicable, is required in
connection therewith. Except as disclosed in Schedule 3.5, the execution,
delivery and performance by Sanomune of this Agreement and each such other
agreement, document and instrument contemplated herein does not and will not
require the authorization approval or consent of, or any filing with any
governmental authority or agency or any other Person, and the execution,
delivery and performance by Sanomune of this Agreement and each such other
agreement, document and instrument contemplated herein, does not and will not
result in: (a) a breach of or conflict with the Articles or by-laws of Sanomune;
(b) a breach of or a conflict with any Laws applicable to Sanomune; (c) a breach
of, constitute a default under, accelerate any obligation under, or give rise to
a right of termination of any indenture, agreement, contract, instrument, Lien,
lease, permit, authorization, order, writ, judgement, injunction, decree,
determination or arbitration award to which Sanomune is a party or by which the
property of Sanomune is bound or affected; (d) result in the creation or
imposition of any Lien on any equity interest in Sanomune; or (e) result in the
dissolution or winding-up of Sanomune. 

	3.6 	
      No Other Agreement to
Purchase



Other than as specifically contemplated pursuant to the
Deferoxamine Asset Transactions, there are no agreements, options, warrants,
rights of conversion or other rights binding upon or which at any time in the
future may become binding upon Sanomune to issue any equity securities or any
securities convertible or exchangeable, directly or indirectly, into any equity
securities of Sanomune.

	3.7 	
      Agreements or Restrictions on Transfer of
      Shares



There are no agreements or restrictions which in any way limit
or restrict the transfer to DiaMedica of any of the Sanomune Shares other than
share transfer restrictions contained in Sanomune’s Articles and in the
shareholders agreement dated October 15, 2007, between the Sanomune Shareholders
and Sanomune (the “Sanomune Shareholders Agreement”). Other than the
Sanomune Shareholders Agreement, there are no other shareholders agreements,
pooling agreements, voting trusts or other agreements or understandings with respect to the voting of Sanomune Shares or
any of them. At or prior to the Closing, the share transfer restrictions in
Sanomune’s Articles and in the Sanomune Shareholders Agreement, and the
provisions of the Sanomune Shareholders Agreement which require the approval of
Sanomune Shareholders by special resolution in order to complete the
Transaction, will have been complied with or terminated.




- 15 - 

	3.8 	
      Shareholder Loans



There are no outstanding loans or other liabilities of Sanomune
to the Sanomune Shareholders, or any of them, or to any previous Sanomune
Shareholder. 

	3.9 	
      Reports and Sanomune Financial
  Statements




	 	(a) 	
      Sanomune has delivered to DiaMedica true and complete
      copies of the audited financial statements of Sanomune as at and for the
      years ended December 31, 2008 and December 31, 2007 and unaudited
      financial statements of Sanomune as at and for the nine-month period ended
      September 30, 2009 (collectively, the “Sanomune Financial
      Statements”).

	 	 	 
	 	(b) 	
      The Sanomune Financial Statements were prepared in
      accordance with Canadian GAAP, each of the balance sheets included in the
      Sanomune Financial Statements fairly presents the financial condition of
      Sanomune as at the close of business on the date thereof, and each of the
      statements of loss and deficit and cash flows included in the Sanomune
      Financial Statements fairly presents the results of operations of Sanomune
      for the fiscal period then ended.

	 	 	 
	 	(c) 	
      There were no liabilities, contingent, contractual or
      otherwise, of Sanomune as at the balance sheet date of the respective
      Sanomune Financial Statements, other than those disclosed in the Sanomune
      Financial Statements and the notes thereto.




	3.10 	
      Absence of Certain Changes



Since September 30, 2009, Sanomune has not (except as disclosed
in this Agreement): 

	 	(a) 	
      issued or sold (other than as specifically contemplated
      pursuant to the Deferoxamine Asset Transactions), pledged, hypothecated,
      leased, disposed of or encumbered any Sanomune Shares or other securities
      or any right, option or warrant with respect thereto;

	 	 	 
	 	(b) 	
      amended or proposed to amend its Articles or
    by-laws;

	 	 	 
	 	(c) 	
      split, combined or reclassified any of its securities or
      declared or made any Distribution;

	 	 	 
	 	(d) 	
      suffered any material loss relating to litigation or been
      threatened with litigation;

	 	 	 
	 	(e) 	
      suffered any adverse change in employee relations which
      has or is reasonably likely to have a Material Adverse Effect on Sanomune,
      or entered into or amended any employment or service contracts with any
      officer or senior management employee, created or amended any employee
      benefit plan, made any increases in the base compensation, bonuses, paid
      vacation time allowed or fringe benefits for any, officer, employee or
      consultant, other than in the ordinary course of
  business;







- 16 - 

	 	(f) 	
      suffered damage, destruction or other casualty, loss, or
      forfeiture of, any property or assets (including Sanomune Intangible
      Property), whether or not covered by insurance, which would have a
      Material Adverse Effect on Sanomune;

	 	 	 
	 	(g) 	
      made any capital expenditures, additions or improvements
      or commitments for the same, except those which do not exceed $2,000 per
      month;

	 	 	 
	 	(h) 	
      other than in the ordinary course of business, or as
      specifically contemplated pursuant to the Deferoxamine Asset Transactions:
      (i) entered into any contract, commitment or agreement under which it has
      outstanding Indebtedness for borrowed money or for the deferred purchase
      price of property; or (ii) made any loan or advance to any
  Person;

	 	 	 
	 	(i) 	
      entered into any material contracts regarding its
      business operations, including joint ventures, partnership or
      arrangements;

	 	 	 
	 	(j) 	
      acquired or agreed to acquire (by tender offer, exchange
      offer, merger, amalgamation, acquisition of shares or assets or otherwise)
      any Person, corporation, partnership, joint venture or other business
      organization or division or, other than the Deferoxamine Assets, acquired,
      sold or agreed to acquire or sell any material assets;

	 	 	 
	 	(k) 	
      created any securities option or bonus plan, paid any
      bonuses, deferred or otherwise, or deferred any compensation to any of its
      officers or employees other than such payments made in the ordinary course
      of business;

	 	 	 
	 	(l) 	
      made any material change in accounting procedures or
      practices;

	 	 	 
	 	(m) 	
      other than in the ordinary course of business, mortgaged,
      hypothecated or pledged any of the Sanomune Assets, or subjected them to
      any Lien, except a Permitted Lien;

	 	 	 
	 	(n) 	
      without the consent of DiaMedica, disposed of or
      permitted to lapse any rights to the use of any Sanomune Intangible
      Property;

	 	 	 
	 	(o) 	
      sold, leased, assigned or transferred any of the Sanomune
      Assets;

	 	 	 
	 	(p) 	
      entered into any agreement or arrangement granting any
      rights to purchase, lease, sublease, assign or transfer any of the
      Sanomune Assets or requiring the consent of any Person to the transfer,
      assignment or lease of any such Sanomune Assets or rights which would have
      a Material Adverse Effect on Sanomune;

	 	 	 
	 	(q) 	
      cancelled, waived or compromised any debts or claims,
      including accounts payable to and receivable from its
Affiliates;

	 	 	 
	 	(r) 	
      failed to pay or satisfy when due any liability of
      Sanomune where the failure to do so would have a Material Adverse Effect
      on Sanomune;

	 	 	 
	 	(s) 	
      disclosed to any Person any Sanomune Intangible Property
      not theretofore a matter of public knowledge, except where such disclosure
      was made to a recipient who is subject to an obligation of
      confidentiality; or

	 	 	 
	 	(t) 	
      except as specifically contemplated pursuant to the
      Deferoxamine Asset Transactions, entered into any agreement or
      understanding to do any of the foregoing.







- 17 - 

	3.11 	
      Indebtedness and Liens



Other than in the ordinary course of business or in connection
with the transactions contemplated hereby (including the Transaction), since
September 30, 2009, Sanomune has not incurred any: (i) Indebtedness (other than
the Newco Promissory Note); or (ii) Liens upon any of the Sanomune Assets, other
than Permitted Liens. 

	3.12 	
      Indebtedness to Directors, Officers and
    Others



Sanomune is not indebted to any director, officer, employee or
consultant of Sanomune, except for amounts due as normal compensation or
reimbursement of ordinary business expenses. 

	3.13 	
      Taxes



All returns, declarations, reports, estimates, statements,
schedules or other information or documents with respect to Taxes (collectively,
“Tax Returns”) required to be filed by or with respect to Sanomune have
been filed within the prescribed time, with the appropriate tax authorities and
all such Tax Returns are true, correct, and complete in all material respects.
No Tax Return of Sanomune is being audited by the relevant taxing authority, and
there are no outstanding waivers, objections, extensions, or comparable consents
regarding the application of the statute of limitations or period of
reassessment with respect to any Taxes or Tax Returns that have been given or
made by Sanomune (including the time for filing of Tax Returns or paying Taxes)
and Sanomune has no pending requests for any such waivers, extensions, or
comparable consents. Sanomune has not received a ruling from any taxing
authority or signed an agreement with any taxing authority that could reasonably
be expected to have a Material Adverse Effect on Sanomune. Sanomune does not owe
any Taxes to the federal government of Canada, a provincial government, a
municipal government or any other governmental authority. 

	3.14 	
      Material Contracts




	 	(a) 	
      Other than as set out in Schedule 3.14, there are no
      material contracts, agreements, leases or commitments entered into by
      Sanomune which are in writing or have been orally agreed to by Sanomune
      and which are still in effect.

	 	 	 
	 	(b) 	
      All contracts, agreements, leases and commitments set out
      in Schedule 3.14 are valid, binding and in full force and effect as to
      Sanomune, and the other parties thereto (to Sanomune’s knowledge) and
      Sanomune, are not in breach or violation of, or default under, the terms
      of any such contract, agreement, plan, lease or commitment, except where
      such breach, violation or default would not have a Material Adverse Effect
      on Sanomune, and no event has occurred which constitutes or, with the
      lapse of time or the giving of notice, or both, would constitute, such a
      breach, violation or default by Sanomune or, to Sanomune’s knowledge, the
      other parties thereto.




	3.15 	
      Title to Property



The Sanomune Assets are owned legally and beneficially by
Sanomune with good and marketable title thereto, free and clear of all Liens
whether contingent or absolute, except for the Liens set out in Schedule 3.15
and Permitted Liens. Sanomune is the sole and unconditional owner of, and has
good and marketable title, to the Sanomune Assets. The Sanomune Assets include
all assets necessary for the conduct of the business of Sanomune as currently
conducted and currently proposed to be conducted. All of the Sanomune Assets
which are material to the operation of the business of Sanomune are in good
operating condition and repair (normal wear and tear excepted) and are usable in
the ordinary course of business. 




- 18 - 

	3.16 	
      Tangible Property



Schedule 3.16 sets out a true, complete and accurate list of
the Sanomune Tangible Property. 

	3.17 	
      Intangible Property



(a) 

	 	(i) 	
      Sanomune owns or has the legal right to use the Sanomune
      Intangible Property currently used, and as currently proposed to be used
      in the future, in the conduct of the business of Sanomune, free and clear
      of any Lien (other than any Permitted Liens), which would affect the use
      of Sanomune Intangible Property in connection with the operation of
      Sanomune’s business as currently conducted and as currently proposed to be
      conducted in the future, and the ownership and use of the Sanomune
      Intangible Property does not, to Sanomune’s knowledge, conflict with,
      violate or infringe upon the proprietary rights of any other
  Person.

	 	 	 
	 	(ii) 	
      Schedule 3.17 contains a true, complete and accurate list
      of the Sanomune Intangible Property.

	 	 	 
	 	(iii) 	
      Except as set forth in Schedule 3.17, no royalties or
      fees are payable by Sanomune to any Person in respect of the Sanomune
      Intangible Property.

	 	 	 
	 	(iv) 	
      Except as disclosed in this Agreement, Sanomune is the
      unencumbered owner of all right, title and interest in any and all
      Sanomune Intangible Property or has the sole and exclusive right to use
      the Sanomune Intangible Property and Sanomune has not entered into any
      licenses, sublicenses or agreements relating to the use or any other
      rights thereto by any other Person of any Sanomune Intangible Property
      and, to Sanomune’s knowledge, no other Person is currently infringing or
      has infringed the Sanomune Intangible Property.

	 	 	 
	 	(v) 	
      No charge or claim is pending or threatened to the effect
      that the sale, license or use of any of Sanomune’s products or services
      infringes upon or conflicts in any way with any Intangible Property owned
      or held by any other Person.



(b) 

	 	(i) 	
      The Sanomune Intangible Property includes all the
      Intangible Property used in the ordinary day-to-day conduct of the
      business of Sanomune, and there are no other material items of Intangible
      Property that are used in the ordinary day-to- day conduct of such
      business.

	 	 	 
	 	(ii) 	
      The Sanomune Intangible Property is not and has not been
      adjudged invalid or unenforceable in whole or part and Sanomune has not
      taken any action and it does not have knowledge of any action that should
      have been taken, but was not taken, that would invalidate any of the
      Sanomune Intangible Property.




	3.18 	
      Necessary Licenses and
Permits



Sanomune has all necessary and required licenses, permits,
consents, concessions and other authorizations of governmental, regulatory or
administrative agencies or authorities, whether foreign, federal, provincial, state or local, required to own and lease its properties and
assets and to conduct its business as now conducted, except where the failure to
hold the foregoing would not have a Material Adverse Effect on Sanomune.
Sanomune is not in default, nor has it received any notice of any claim of
default, with respect to any such license, permit, consent, concession or
authorization. No registrations, filings, applications, notices, transfers,
consents, approvals, audits, qualifications, waivers or other action of any kind
are required by virtue of the execution and delivery of this Agreement, or of
the consummation of the transactions contemplated hereby (including the
Transaction): (a) to avoid the loss of any license, permit, consent, concession
or other authorization or any asset, property or right pursuant to the terms
thereof, or the violation or breach of any Law applicable thereto, or (b) to
enable Sanomune to hold and enjoy the same immediately after the Closing Date in
the conduct of its business as conducted prior to the Closing Date.
Notwithstanding the foregoing, Sanomune has not yet applied for or received
requisite regulatory approvals for conducting clinical trials in Canada, the
United States or elsewhere.





- 19 - 

	3.19 	
      Compliance with Law



Sanomune is not in default under, or in violation of, and has
not violated (and failed to cure) any Law including, without limitation, laws
relating to the issuance or sale of securities, the environment and occupational
health and safety, privacy and intellectual property, or any licenses,
franchises, permits, authorizations or concessions granted by, or any judgment,
decree, writ, injunction or order of, any governmental or regulatory authority,
applicable to its business or any of its properties or assets, except where such
default or violation would not have a Material Adverse Effect on Sanomune.
Sanomune has not received any notification alleging any violations of any of the
foregoing with respect to which adequate corrective action has not been taken.


	3.20 	
      Employees



Sanomune does not have any employees or independent contractors
and there are no agreements, written or oral, between Sanomune and any other
party relating to payment, remuneration or compensation for work performed or
services provided or payment relating to a Change of Control or other event in
respect of Sanomune. Sanomune is in compliance with all applicable Laws
respecting labour, employment, fair employment practices, work place safety and
health, terms and conditions of employment, and wages and hours. There are no
charges of employment discrimination or unfair labour practices pending or
threatened and to the knowledge of Sanomune, there exists no valid basis for any
such claim. There are no pending claims, complaints or charges that have been
filed against Sanomune under any labour or employment laws or dispute resolution
procedure (including, but not limited to, any arbitration or similar
proceedings) of which Sanomune has received written notice. Sanomune has not
received any written notice indicating that any of its employment policies or
practices is currently being audited or investigated by any federal, provincial,
state or local government agency. 

	3.21 	
      Litigation



There is no suit, claim, action, proceeding or, to the
knowledge of Sanomune, investigation pending or, to the knowledge of Sanomune,
threatened against or affecting Sanomune, or any of its assets or properties, or
against any director or officer of Sanomune in his capacity as a director or
officer thereof, or which could result in criminal liability or any
quasi-criminal or administrative penalty, or delay or prevent the consummation
of the transactions contemplated hereby (including the Transaction), at law or
in equity or before any governmental authority or instrumentality or before any
arbitrator of any kind. 




- 20 - 

	3.22 	
      No Material Adverse Change



Since September 30, 2009, no change has occurred in the
business, operations, results of operations, assets, capitalization, liabilities
or obligations (whether absolute, accrued, conditional or otherwise), or
condition (financial or otherwise) of Sanomune, whether or not in the ordinary
course of business, whether separately or in the aggregate with other
occurrences or developments, and whether insured against or not, which could
reasonably be expected to have a Material Adverse Effect on Sanomune. 

	3.23 	
      Employee Benefit Plans



Sanomune does not have any employee benefit plans (or any plan
which may be in any way regarded as an employee benefit plan) of any nature
whatsoever nor has it ever had any such plans. 

	3.24 	
      Inventory



Sanomune does not have (nor has it ever had) any inventory of
any nature whatsoever. 

	3.25 	
      Insurance



Sanomune does not have (nor has it ever had) any insurance of
any nature whatsoever relating to it or its directors or officers or otherwise.


	3.26 	
      Location of Office



Sanomune’s head office is located at 7-1250 Waverly Street,
Winnipeg, Manitoba, R3T 6C6, and, aside from its counsel’s office, such address
is the only location where its company books and records are located. 

	3.27 	
      Company Documents, Books and
  Records



Complete and correct copies of the Articles, and of all
amendments thereto, of Sanomune have been previously delivered to DiaMedica. The
corporate records of Sanomune provided to DiaMedica contain complete and
accurate records in all material respects of all meetings and consents in lieu
of meetings of the Sanomune directors (and its committees) and Sanomune
Shareholders since the incorporation of Sanomune, and of all actions, decisions
and consents thereof. Except as reflected in such corporate records, there are
no material minutes of meetings or consents in lieu of meetings of the Sanomune
directors and Sanomune Shareholders or actions, decisions or consents thereof.


	3.28 	
      No Limitations



There is no non-competition, exclusivity or other similar
agreement, commitment or understanding in place, whether written or oral, to
which Sanomune is a party or is otherwise bound that would now or hereafter, in
any way limit the business, use of assets or operations of Sanomune. 

	3.29 	
      Reporting Issuer Status



Sanomune is not a “reporting issuer” (or the equivalent status)
in any province or territory of Canada and there is not a published market in
respect of any of its securities. No order has been issued ceasing or suspending
trading or prohibiting the issue of any securities of Sanomune and no such
proceedings are pending, or to the knowledge of Sanomune, threatened. 




- 21 - 

	3.30 	
      Regulatory Compliance



Sanomune is in compliance with all regulatory orders,
directives and decisions that have application to Sanomune except where such
non-compliance would not have a Material Adverse Effect on Sanomune and Sanomune
has not received notice from any governmental or regulatory authority that
Sanomune is not in compliance with any such regulatory orders, directives or
decisions. 

	3.31 	
      Non-Arm’s Length
Transactions




	 	(a) 	
      Sanomune has not made any payment or loan to, or borrowed
      any monies from or is otherwise indebted to any officer, employee,
      Sanomune Shareholder, Sanomune director or any other Person with whom
      Sanomune is not dealing at arm’s length (within the meaning of the Income
      Tax Act) or any Affiliate of any of the foregoing; and

	 	 	 
	 	(b) 	
      Other than the Sanomune Shareholders Agreement, Sanomune
      is not a party to any contract or agreement with any officer, employee,
      Sanomune Shareholder, Sanomune director or any other Person with whom
      Sanomune is not dealing at arm’s length (within the meaning of the Income
      Tax Act) or any Affiliate of any of the
foregoing.




	3.32 	
      Environmental Law



To Sanomune’s knowledge, Sanomune has not been and is not
currently in violation of any Environmental Law. No property owned, operated,
leased, maintained or used by Sanomune has been or is currently the subject of,
and Sanomune has not received any notice of, any claim, or judicial or
administrative proceeding relating to or alleging any violation of any
Environmental Law, and Sanomune is not aware of any facts which could give rise
to any such claim or judicial or administrative proceeding. All facilities and
operations of Sanomune and its Subsidiaries are presently in compliance with all
applicable Environmental Law. 

	3.33 	
      Canada-Switzerland Income Tax
  Convention



For the purposes of Article XIII(4) of the Canada-Switzerland
Income Tax Convention, the Sanomune Shares do not derive their value principally
from immovable property situated in Canada. 

	3.34 	
      Enforceability



The execution and delivery by Sanomune of this Agreement and
any other agreement contemplated by this Agreement will result in legally
binding obligations of Sanomune enforceable against Sanomune in accordance with
the respective terms and provisions hereof and thereof subject, however, to
limitations with respect to enforcement imposed by Law in connection with
bankruptcy or similar proceedings and to the extent that equitable remedies such
as specific performance and injunction are in the discretion of the court from
which they are sought. 

ARTICLE 4 
REPRESENTATIONS AND WARRANTIES OF
SANOMUNE SHAREHOLDERS 

Each of the Sanomune Shareholders severally (and not jointly or
jointly and severally) represents and warrants, but only as to himself, herself
or itself, to DiaMedica as follows: 




- 22 - 

	4.1 	
      Capacity



The Sanomune Shareholder has the capacity to own the Sanomune
Shares owned by him or it, to enter into this Agreement and to perform his, her
or its obligations under this Agreement. 

	4.2 	
      Execution and Delivery



This Agreement and any other agreement contemplated by this
Agreement has been duly authorized (if the Sanomune Shareholder is not an
individual), executed and delivered by the Sanomune Shareholder and will result
in legally binding obligations of such Sanomune Shareholder enforceable against
such Sanomune Shareholder in accordance with the respective terms and provisions
hereof and thereof subject, however, to limitations with respect to enforcement
imposed by Law in connection with bankruptcy or similar proceedings and to the
extent that equitable remedies such as specific performance and injunction are
in the discretion of the court from which they are sought. 

	4.3 	
      No Violation



Except for the consents set forth in Schedule 3.5 hereto, which
shall be obtained on or before the Closing Date, the execution and delivery of
this Agreement, the transfer of the Sanomune Shares by the Sanomune Shareholder
and the performance, observance or compliance with the terms of this Agreement
by such Sanomune Shareholder will not violate, constitute a default under,
conflict with, or give rise to any requirement for a waiver or consent under:


	 	(a) 	
      the Articles and by-laws of such Sanomune Shareholder (if
      the Sanomune Shareholder is not an individual);

	 	 	 
	 	(b) 	
      any provision of any agreement, instrument or other
      obligation to which such Sanomune Shareholder is a party or by which such
      Sanomune Shareholder is bound; or

	 	 	 
	 	(c) 	
      any Laws applicable to such Sanomune
  Shareholder.




	4.4 	
      Securities Laws



With respect to Sanomune Shareholders not residing in Canada,
the Sanomune Shareholder is knowledgeable of, or has been independently advised
as to, the applicable securities Laws of its jurisdiction of residence or the
securities Laws otherwise applicable to the Sanomune Shareholder, and: 

	 	(a) 	
      is receiving the DiaMedica Shares to be issued to him,
      her or it pursuant to this Agreement pursuant to exemptions from the
      prospectus and registration requirements under the securities Laws
      applicable to the Sanomune Shareholder or, if such is not applicable, the
      Sanomune Shareholder is permitted to receive such DiaMedica Shares under
      the securities Laws applicable to the Sanomune Shareholder without the
      need to rely on an exemption;

	 	 	 
	 	(b) 	
      the securities Laws applicable to the Sanomune
      Shareholder do not require DiaMedica to file a prospectus or similar
      disclosure document in respect of the DiaMedica Shares to be issued to
      him, her or it pursuant to this Agreement or to make any filings or seek
      any approvals of any kind whatsoever from any regulatory authority of any
      kind whatsoever; and







- 23 - 

	 	(c) 	
      the delivery of this Agreement and the issuance of the
      DiaMedica Shares to be issued to the him, her or it pursuant to this
      Agreement comply with all Laws applicable to the Sanomune Shareholder and
      will not cause DiaMedica to become subject to or required to comply with
      any disclosure, prospectus or other reporting requirements under any such
      applicable Laws.




	4.5 	
      Residence



The Sanomune Shareholder is: 

	 	(a) 	
      except in the case of Union Bancaire Privée, Zida
      Management Ltd. and Ilkay Investment Corp., not a non-resident of Canada
      for the purposes of the Income Tax Act,

	 	 	 
	 	(b) 	
      in the case of Union Bancaire Privée and Zida Management
      Ltd., a resident of Switzerland for the purposes of the Canada-Switzerland
      Income Tax Convention; or

	 	 	 
	 	(c) 	
      in the case of Ilkay Investment Corp., a resident of the
      British Virgin Islands, and



in the case of (c), the Sanomune Shareholder further covenants
and agrees with DiaMedica as set forth in Schedule 4.5 hereto. 

	4.6 	
      Ownership



The Sanomune Shareholder is the registered and beneficial owner
of the Sanomune Shares set out beside his, her or its name in Schedule 2.1, free
and clear of any Liens, except those restrictions on transfer arising under
Sanomune’s Articles and under the Sanomune Shareholders Agreement. Upon the
completion of the Closing, except for the rights of DiaMedica pursuant to this
Agreement with respect to the Sanomune Shares, there will be no outstanding
options, calls or rights of any kind binding on any Sanomune Shareholder
relating to or providing for the purchase, delivery or transfer of any of his,
her or its Sanomune Shares. 

ARTICLE 5 
REPRESENTATIONS AND WARRANTIES OF
DIAMEDICA 

DiaMedica hereby represents and warrants as follows to and in
favour of Sanomune and each of the Sanomune Shareholders, and DiaMedica
acknowledges that Sanomune and each of the Sanomune Shareholders is relying upon
such representations and warranties in connection with the transactions
contemplated by this Agreement, including the Transaction: 

	5.1 	
      Organization and Existence



DiaMedica is a corporation duly incorporated, organized and
validly existing under the laws of the province of Manitoba and has the
corporate power to own its properties and to carry on its business as now
conducted and currently proposed to be conducted and has made all necessary
filings under all applicable corporate, securities and taxation laws or any
other Laws to which DiaMedica is subject, except where the failure to make such
filing would not have a Material Adverse Effect on DiaMedica. DiaMedica is in
good standing under The Corporations Act (Manitoba). DiaMedica is not in
violation of its Articles or by-laws. DiaMedica does not have any Subsidiaries.
No proceedings have been instituted or are pending for the dissolution or
liquidation of DiaMedica. 




- 24 - 

	5.2 	
      Authorization




	 	(a) 	
      The execution, delivery and performance by DiaMedica of
      this Agreement and the Transaction and the other transactions contemplated
      hereby: (i) are within its capacity, corporate power and authority; (ii)
      have been, or will be duly authorized by all necessary corporate
      proceedings; and (iii) do not and will not conflict with or result in any
      breach of any provision of, or the creation of any Lien upon any of the
      property of DiaMedica pursuant to the Articles or by-laws of DiaMedica,
      any Laws applicable to DiaMedica or any indenture, lease, agreement,
      contract, instrument or Lien, to which DiaMedica is a party or by which
      the property of DiaMedica may be bound or affected.

	 	 	 
	 	(b) 	
      The DiaMedica Shares, when delivered to the Sanomune
      Shareholders in accordance with the terms of this Agreement, will be
      validly issued and outstanding as fully paid and non-assessable DiaMedica
      Shares.




	5.3 	
      Consents



The execution, delivery and performance by DiaMedica of this
Agreement does not and will not require the authorization, approval or consent
of, or any filing with, any governmental authority or agency or any other
Person, except those required by applicable securities laws and the rules and
policies of the TSXV. 

	5.4 	
      Authorized Capital




	 	(a) 	
      The authorized capital of DiaMedica consists of an
      unlimited number of DiaMedica Shares of which 19,209,566 are issued and
      outstanding as at the date hereof. DiaMedica may issue up to an additional
      1,962,000 DiaMedica Shares pursuant to the exercise of existing DiaMedica
      Options. In addition, it is anticipated that DiaMedica will issue an
      additional 12,806,377 DiaMedica Shares pursuant to the Transaction as
      contemplated hereunder.

	 	 	 
	 	(b) 	
      The DiaMedica Shares issued and outstanding as at the
      Closing Time have been, and will at the Closing Time be, duly authorized
      and validly issued and outstanding as fully paid and non-assessable
      shares. None of the DiaMedica Shares or DiaMedica Options have been issued
      in violation of any Laws, the policies of the TSXV, DiaMedica’s Articles
      or by-laws or any agreement to which DiaMedica is a party or by which it
      is bound.




	5.5 	
      No Material Adverse Change



Since September 30, 2009, no change has occurred in the
business, operations, results of operations, assets, capitalization or condition
(financial or otherwise) of DiaMedica, whether or not in the ordinary course of
business, whether separately or in the aggregate with other occurrences or
developments, and whether insured against or not, which could reasonably be
expected to have a Material Adverse Effect on DiaMedica. 

	5.6 	
      Reporting Issuer Status



DiaMedica is a “reporting issuer” under the securities
legislation of the provinces of British Columbia, Alberta, Manitoba, Ontario and
Québec and is not in default of such legislation or any regulation thereunder.
No order has been issued ceasing or suspending trading or prohibiting the issue
of the DiaMedica Shares and no such proceedings are pending or to the knowledge
of DiaMedica, threatened. DiaMedica is in material compliance with continuous
disclosure requirements under applicable securities laws, and has prepared and filed all material documents
required to be filed by it with applicable securities regulatory authorities in
connection with its status as a “reporting issuer” as required to be filed by it
in connection with such status (collectively the “DiaMedica Public
Record”) and such documents, as of the date they were filed, complied with
applicable Laws and did not fail to state a material fact required to be stated
in order to make the statements contained therein not misleading in light of the
circumstances in which they were made. No change which resulted in a Material
Adverse Effect has occurred in relation to DiaMedica that is not disclosed in
the DiaMedica Public Record and DiaMedica has not filed any confidential
material change reports as part of the DiaMedica Public Record that continue to
be confidential. DiaMedica is not aware of any deficiencies in the filing of any
documents or reports with any securities regulatory authority that would cause
it to be placed on the list of defaulting reporting issuers maintained by any
securities regulatory authority. 




- 25 - 

	5.7 	
      TSXV Listing



The DiaMedica Shares are listed for trading on the TSXV.
DiaMedica is in material compliance with applicable securities Laws and all TSXV
Policies. 

	5.8 	
      Reports and DiaMedica Financial
  Statements




	 	(a) 	
      DiaMedica has delivered to Sanomune and filed on SEDAR
      true and complete copies of the audited financial statements of DiaMedica
      as at and for the periods ended December 31, 2008 and 2007 and unaudited
      financial statements of DiaMedica as at and for the three and nine-month
      periods ended September 30, 2009 (the “DiaMedica Financial
      Statements”).

	 	 	 
	 	(b) 	
      The DiaMedica Financial Statements were prepared in
      accordance with Canadian GAAP, each of the balance sheets included in the
      DiaMedica Financial Statements fairly presents the financial condition of
      DiaMedica as at the close of business on the date thereof, and each of the
      statements of loss and deficit and statements of cash flows included in
      the DiaMedica Financial Statements fairly presents the results of
      operations of DiaMedica for the fiscal period then ended.

	 	 	 
	 	(c) 	
      There were no liabilities, contingent, contractual or
      otherwise, of DiaMedica as at the balance sheet date of the respective
      DiaMedica Financial Statements, other than those disclosed in the
      DiaMedica Financial Statements and the notes
thereto.




	5.9 	
      Absence of Certain Changes



Since September 30, 2009, DiaMedica has not (except as
disclosed in this Agreement, or in the DiaMedica Public Record): 

	 	(a) 	
      issued, sold, pledged, hypothecated, leased, disposed of
      or encumbered any DiaMedica Shares or other DiaMedica securities or any
      right, option or warrant with respect thereto;

	 	 	 
	 	(b) 	
      amended or proposed to amend its Articles or
    by-laws;

	 	 	 
	 	(c) 	
      split, combined or reclassified any of its securities or
      declared or made any Distribution;

	 	 	 
	 	(d) 	
      suffered any material loss relating to litigation or been
      threatened with litigation;







- 26 - 

	 	(e) 	
      entered into or amended any employment contracts with any
      director, officer or senior management employee, created or amended any
      employee benefit plan, made any increases in the base compensation,
      bonuses, paid vacation time allowed or fringe benefits for its directors
      or officers other than the DiaMedica Stock Option Agreements;

	 	 	 
	 	(f) 	
      suffered damage, destruction or other casualty, loss, or
      forfeiture of, any property or assets, whether or not covered by
      insurance;

	 	 	 
	 	(g) 	
      made any capital expenditures, additions or improvements
      or commitments for the same, except those which do not exceed $2,000 per
      month;

	 	 	 
	 	(h) 	
      other than in the ordinary course of business: (i)
      entered into any contract, commitment or agreement under which it has
      outstanding Indebtedness for borrowed money or for the deferred purchase
      price of property; or (ii) made any loan or advance to any
  Person;

	 	 	 
	 	(i) 	
      acquired or agreed to acquire (by tender offer, exchange
      offer, merger, amalgamation, acquisition of shares or assets or otherwise)
      any Person, corporation, partnership, joint venture or other business
      organization or division or acquired or sold or agreed to acquire or sell
      any material assets;

	 	 	 
	 	(j) 	
      entered into any material contracts regarding its
      business operations, including joint ventures, partnerships or other
      arrangements;

	 	 	 
	 	(k) 	
      except for the DiaMedica Stock Option Agreements, created
      any stock option or bonus plan, paid any bonuses, deferred or otherwise,
      or deferred any compensation to any of its directors or officers other
      than such payments made in the ordinary course of business;

	 	 	 
	 	(l) 	
      made any material change in accounting procedures or
      practices;

	 	 	 
	 	(m) 	
      mortgaged, hypothecated or pledged any of the DiaMedica
      Assets, or subjected them to any Lien except a Permitted Lien;

	 	 	 
	 	(n) 	
      entered into any other material transaction, or any
      amendment of any contract, lease, agreement or license which is material
      to its business;

	 	 	 
	 	(o) 	
      sold, leased, subleased, assigned or transferred any of
      the DiaMedica Assets;

	 	 	 
	 	(p) 	
      cancelled, waived or compromised any debts or claims,
      including accounts payable to and receivable from its
Affiliates;

	 	 	 
	 	(q) 	
      failed to pay or satisfy when due any liability of
      DiaMedica where such failure would have a Material Adverse Effect on
      DiaMedica; or

	 	 	 
	 	(r) 	
      entered into any agreement or understanding to do any of
      the foregoing.




	5.10 	
      Corporate Documents, Books and
  Records



Complete and correct copies of the Articles and by-laws, and of
all amendments thereto, of DiaMedica have been previously delivered to Sanomune.
The minute book of DiaMedica contains complete and accurate records in all
material respects of all meetings and consents in lieu of meetings of the board
of directors (and its committees) and shareholders of DiaMedica since
incorporation. Except as reflected in such minute books, there are no minutes of meetings or consents
in lieu of meetings of the board of directors (or its committees) or of the
shareholders of DiaMedica.




- 27 - 

	5.11 	
      Information



All data and information provided by DiaMedica, at the request
of Sanomune and its agents and representatives, to Sanomune and its agents and
representatives in connection with the Transaction was and is complete and true
and correct in all material respects. 

	5.12 	
      No Other Agreement to
Purchase



Other than as set out herein and in connection with the
DiaMedica Options (including the DiaMedica Stock Option Agreements), there are
no agreements, options, warrants, rights of conversion or other rights binding
upon or which at any time in the future may become binding upon DiaMedica to
issue any shares or any securities convertible or exchangeable, directly or
indirectly, into any DiaMedica Shares. There are no shareholders’ agreements,
pooling agreements, voting trusts, preemptive rights, or other agreements or
understandings with respect to the voting of DiaMedica Shares, or any of
them.

	5.13 	
      Shareholder Loans



There are no outstanding loans or other liabilities of
DiaMedica to any shareholder or to any previous shareholder of DiaMedica. 

	5.14 	
      Indebtedness and Liens



Other than in the ordinary course of business or in connection
with the transactions contemplated hereby (including the Transaction), since
September 30, 2009, DiaMedica has not incurred any: (i) Indebtedness; or (ii)
Liens upon any of the DiaMedica Assets. 

	5.15 	
      Indebtedness to Directors, Officers and
    Others



DiaMedica is not indebted to any director, officer, employee or
consultant of DiaMedica, except for amounts due as reimbursement of ordinary
business expenses. 

	5.16 	
      Taxes



All Tax Returns required to be filed by or with respect to
DiaMedica have been filed within the prescribed time, with the appropriate tax
authorities and all such Tax Returns are true, correct, and complete in all
material respects. No Tax Return of DiaMedica is being audited by the relevant
taxing authority, and there are no outstanding waivers, objections, extensions,
or comparable consents regarding the application of the statute of limitations
or period of reassessment with respect to any Taxes or Tax Returns that have
been given or made by DiaMedica (including the time for filing of Tax Returns or
paying Taxes) and DiaMedica has no pending requests for any such waivers,
extensions, or comparable consents. DiaMedica has not received a ruling from any
taxing authority or signed an agreement with any taxing authority that could
reasonably be expected to have a Material Adverse Effect on DiaMedica. DiaMedica
does not owe any Taxes to the federal government, a provincial government, a
municipal government or any other governmental authority. 

	5.17 	
      Title to Assets



DiaMedica has good title to all DiaMedica Assets, free of all
Liens except for Permitted Liens. 




- 28 - 

	5.18 	
      Material Contracts



All material contracts entered into by DiaMedica and disclosed
in the DiaMedica Public Record are valid, binding and in full force and effect
as to DiaMedica, and DiaMedica is not in breach or violation of, or default
under, the terms of any such agreements, except where such breach, violation or
default would not have a Material Adverse Effect on DiaMedica, and no event has
occurred which constitutes or, with the lapse of time or the giving of notice,
or both, would constitute, such a breach, violation or default by DiaMedica.


	5.19 	
      Title to Property




	 	(a) 	
      DiaMedica does not own any real property.

	 	 	 
	 	(b) 	
      The DiaMedica Assets are owned legally and beneficially
      by DiaMedica with good and marketable title thereto, free and clear of all
      Liens whether contingent or absolute, except as disclosed in the DiaMedica
      Financial Statements or as provided for herein. DiaMedica is the sole and
      unconditional owner of, and has good and marketable title to, the
      DiaMedica Assets. The DiaMedica Assets include all assets necessary for
      the conduct of the business of DiaMedica as currently conducted and
      currently proposed to be conducted. All of the DiaMedica Assets which are
      material to the operation of the business of DiaMedica are in good
      operating condition and repair (normal wear and tear excepted) and are
      usable in the ordinary course of business.




	5.20 	
      Intangible Property



DiaMedica owns or has legal right to use the DiaMedica
Intangible Property currently used in the conduct of the business of DiaMedica,
and, to DiaMedica’s knowledge, the ownership or use thereof and any other
intellectual property rights owned or used by DiaMedica does not infringe upon
the proprietary rights of any other Person. 

	5.21 	
      Necessary Licenses and
Permits



DiaMedica has all necessary and required licenses, permits,
consents, concessions and other authorizations of governmental, regulatory or
administrative agencies or authorities, whether foreign, federal, provincial, or
local, required to own and lease its properties and assets and to conduct its
business as now conducted, except where the failure to hold the foregoing would
not have a Material Adverse Effect on DiaMedica. DiaMedica is not in default,
nor has it received any notice of any claim or default with respect to any such
license, permit, consent, concession or authorization. No registrations,
filings, applications, notices, transfers, consents, approvals, audits,
qualifications, waivers or other action of any kind is required by virtue of the
execution and delivery of this Agreement, or of the consummation of the
transactions contemplated hereby (including the Transaction): (a) to avoid the
loss of any license, permit, consent, concession or other authorization or any
asset, property or right pursuant to the terms thereof, or the violation or
breach of any Law applicable thereto, or (b) to enable DiaMedica to hold and
enjoy the same immediately after the Closing Date in the conduct of its business
as conducted prior to the Closing Date. 

	5.22 	
      Compliance with Law



DiaMedica is not in default under, or in violation of, and has
not violated (and failed to cure) any Law including, without limitation, laws
relating to the issuance or sale of securities, the environment, occupational
health and safety, privacy and intellectual property, or any licenses,
franchises, permits, authorizations or concessions granted by, or any judgment,
decree, writ, injunction or order of, any governmental or regulatory authority,
applicable to its business or any of its properties or assets, except where such
default or violation would not have a Material Adverse Effect on DiaMedica.
DiaMedica has not received any notification alleging any material violations of
any of the foregoing with respect to which adequate corrective action has not
been taken. 




- 29 - 

	5.23 	
      Litigation



There is no suit, claim, action, proceeding or, to the
knowledge of DiaMedica, investigation pending or, to the knowledge of DiaMedica,
threatened against or affecting DiaMedica, or any of its assets or properties,
or any officer or director thereof in his capacity as an officer or director
thereof, or which could result in criminal liability or any quasi-criminal or
administrative penalty, or delay or prevent the consummation of the transactions
contemplated hereby (including the Transaction), at law or in equity or before
any governmental authority or instrumentality or before any arbitrator of any
kind. 

	5.24 	
      Employee Benefit Plans



DiaMedica does not have any employee benefit plans (or any plan
which may be in any way regarded as an employee benefit plan) of any nature
whatsoever nor has it ever had any such plans. 

	5.25 	
      Inventory



DiaMedica does not have (nor has it ever had) any inventory of
any nature whatsoever. 

	5.26 	
      Insurance



Other than set out in Schedule 5.26, DiaMedica does not have
(nor has it ever had) any insurance of any nature whatsoever relating to it or
its directors or officers or otherwise. 

	5.27 	
      Location of Office



DiaMedica’s head office is located at 8-1250 Waverly Street,
Winnipeg, Manitoba, R3T 6C6, and such address is the only location where its
corporate books and records are located. 

	5.28 	
      No Limitations



There is no non-competition, exclusivity or other similar
agreement, commitment or understanding in place, whether written or oral, to
which DiaMedica is a party or is otherwise bound that would now or hereafter, in
any way limit the business, use of assets or operations of DiaMedica. 

	5.29 	
      Regulatory Compliance



DiaMedica is in compliance with all regulatory orders,
directives and decisions that have application to DiaMedica except where such
non-compliance would not have a Material Adverse Effect on DiaMedica and
DiaMedica has not received notice from any governmental or regulatory authority
that DiaMedica is not in compliance with any such regulatory orders, directives
or decisions. 

	5.30 	
      Non-Arm’s Length
Transactions




	 	(a) 	
      DiaMedica has not made any payment or loan to, or has
      borrowed any monies from or is otherwise indebted to, any officer,
      director, employee, shareholder or any other
Person with whom DiaMedica is not dealing at arm’s length (within the
meaning of the Income Tax Act) or any Affiliate of any of the foregoing; and 







- 30 - 

	 	(b) 	
      Other than as described in the DiaMedica Public Record,
      DiaMedica is not a party to any contract or agreement with any officer,
      director, employee, shareholder or any other Person with whom DiaMedica is
      not dealing at arm’s length (within the meaning of the Income Tax Act) or
      any Affiliate of any of the foregoing, except for the DiaMedica Stock
      Option Agreements.




	5.31 	
      Environmental Law



To DiaMedica’s knowledge, DiaMedica has not been and is not
currently in violation of any Environmental Law. No property owned, operated,
leased, maintained or used by DiaMedica has been or is currently the subject of,
and DiaMedica has not received any notice of, any claim, or judicial or
administrative proceeding relating to or alleging any violation of any
Environmental Law, and DiaMedica is not aware of any facts which could give rise
to any such claim or judicial or administrative proceeding. All facilities and
operations of DiaMedica are presently in compliance with all applicable
Environmental Law. 

	5.32 	
      Enforceability



The execution and delivery by DiaMedica of this Agreement and
any other agreement contemplated by this Agreement will result in legally
binding obligations of DiaMedica enforceable against DiaMedica in accordance
with the respective terms and provisions hereof and thereof subject, however, to
limitations with respect to enforcement imposed by Law in connection with
bankruptcy or similar proceedings and to the extent that equitable remedies such
as specific performance and injunction are in the discretion of the court from
which they are sought. 

ARTICLE 6 
COVENANTS 

	6.1 	
      Filings



Each of Sanomune, the Sanomune Shareholders and DiaMedica shall
cooperate to prepare and file any filings required under any applicable laws or
rules and policies of the TSXV or other regulatory bodies relating to the
transactions contemplated hereby (including the Transaction). DiaMedica
covenants and agrees to take, in a timely manner, all commercially reasonable
actions and steps necessary in order that (i) effective as at the Closing Date,
the DiaMedica Shares issuable pursuant to the Transaction will be listed and
posted for trading on the TSXV; (ii) when received, DiaMedica shall provide
Sanomune with copies of the conditional and final approval of the TSXV
respecting the Transaction and, the listing and posting for trading of the
DiaMedica Shares; and (iii) the distribution of DiaMedica Shares to the Sanomune
Shareholders is exempt from the prospectus and registration requirements of
applicable securities laws. 

	6.2 	
      Additional Agreements



Each of the parties hereto agrees to use its commercially
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable to consummate and make
effective as promptly as practicable the transactions contemplated by this
Agreement (including the Transaction) and to cooperate with each other in
connection with the foregoing, including using commercially reasonable efforts
to: 




- 31 - 

	 	(a) 	
      obtain all necessary waivers, consents and approvals from
      other parties to material agreements, leases and other contracts or
      agreements;

	 	 	 
	 	(b) 	
      obtain all necessary consents, approvals, and
      authorizations as are required to be obtained under any federal,
      provincial or foreign law or regulations;

	 	 	 
	 	(c) 	
      defend all lawsuits or other legal proceedings
      challenging this Agreement or the consummation of the transactions
      contemplated hereby;

	 	 	 
	 	(d) 	
      cause to be lifted or rescinded any injunction or
      restraining order or other remedy adversely affecting the ability of the
      parties to consummate the transactions contemplated hereby, including the
      Transaction;

	 	 	 
	 	(e) 	
      effect all necessary registrations and other filings and
      submissions of information requested by governmental
authorities;

	 	 	 
	 	(f) 	
      comply with all provisions of this Agreement;
  and

	 	 	 
	 	(g) 	
      provide such officers’ certificates as may be reasonably
      requested by the other parties hereto in respect of the representations,
      warranties and covenants of a party hereto.




	6.3 	
      Access to Information



Upon reasonable notice, Sanomune shall afford to DiaMedica’s
directors, officers, counsel, accountants and other authorized representatives
and advisers complete access (or, where necessary, the provision of the
information requested), during normal business hours and at such other time or
times as the parties may reasonably request, from the date hereof and until the
earlier of the Closing Date and the termination of this Agreement, to Sanomune’s
properties, books, contracts and records as well as to management personnel of
Sanomune as DiaMedica may require or may reasonably request. 

	6.4 	
      Conduct of Business of
Sanomune



Sanomune and the Sanomune Shareholders covenant and agree that,
during the period from the date of this Agreement until the earlier of the
Closing Date and the date this Agreement is terminated in accordance with its
terms, unless DiaMedica shall otherwise consent in writing (such consents not to
be unreasonably withheld or delayed), except as required by Law or as otherwise
expressly permitted or specifically contemplated by this Agreement or by the
Deferoxamine Asset Transactions: 

	 	(a) 	
      the business of Sanomune shall be conducted only in the
      ordinary course of business and consistent with past practice, and
      Sanomune shall use all commercially reasonable efforts to maintain and
      preserve its business, its business relationships and the Sanomune
      Assets;

	 	 	 
	 	(b) 	
      Sanomune shall notify DiaMedica of any event or
      occurrence having a Material Adverse Effect on Sanomune; and

	 	 	 
	 	(c) 	
      Sanomune shall not directly or
  indirectly:




	 	(i) 	
      take any action which may interfere with or be
      inconsistent with the successful completion of the transactions
      contemplated herein (including the Transaction) or take any action or fail
      to take any action which may result in a condition precedent to such
      transactions not being satisfied;







- 32 - 

	 	(ii) 	
      issue, sell, pledge, hypothecate, lease, dispose of or
      encumber any Sanomune Shares or other securities or any right, option or
      warrant with respect thereto;

	 	 	 
	 	(iii) 	
      amend or propose to amend its Articles or
  by-laws;

	 	 	 
	 	(iv) 	
      split, combine or reclassify any of its securities or
      declare or make any Distribution or distribute any of its properties or
      assets to any Person;

	 	 	 
	 	(v) 	
      other than in the ordinary course of business, enter into
      or amend any employment contracts with any officer or senior management
      employee, create or amend any employee benefit plan, make any increases in
      the base compensation, bonuses, paid vacation time allowed or fringe
      benefits for its officers, employees or consultants;

	 	 	 
	 	(vi) 	
      make any capital expenditures, additions or improvements
      or commitments for the same, except in the ordinary course of
    business;

	 	 	 
	 	(vii) 	
      enter into any contract, commitment or agreement under
      which it would incur indebtedness for borrowed money or for the deferred
      purchase price of property (other than such property acquired in the
      ordinary course of business consistent with past practice), or would have
      the right or obligation to incur any such indebtedness or obligation, or
      make any loan or advance to any Person;

	 	 	 
	 	(viii) 	
      acquire or agree to acquire (by tender offer, exchange
      offer, merger, amalgamation, acquisition of shares or assets or otherwise)
      any Person, partnership, joint venture or other business organization or
      division or acquire or agree to acquire any material assets;

	 	 	 
	 	(ix) 	
      enter into any contracts, other than in the ordinary
      course of business consistent with past practice;

	 	 	 
	 	(x) 	
      create any securities compensation or bonus plan, pay any
      bonuses, deferred or otherwise, or defer any compensation to any of its
      officers or employees;

	 	 	 
	 	(xi) 	
      make any material change in accounting procedures or
      practices;

	 	 	 
	 	(xii) 	
      mortgage, pledge or hypothecate any of the Sanomune
      Assets, or subject them to any Lien, except Permitted Liens;

	 	 	 
	 	(xiii) 	
      except in the ordinary course of business consistent with
      past practice, enter into any agreement or arrangement granting any rights
      to purchase or lease any of the Sanomune Assets or requiring the consent
      of any Person to the transfer, assignment or lease of any of the Sanomune
      Assets;

	 	 	 
	 	(xiv) 	
      engage in any business or other activity that is outside
      of the ordinary course of business that is being currently conducted by
      Sanomune, whether as a partner, joint venture participant or
    otherwise;

	 	 	 
	 	(xv) 	
      except in the ordinary course of business consistent with
      past practice, sell, lease, sublease, assign or transfer (by tender offer,
      exchange offer, merger, amalgamation, sale of shares or assets or
      otherwise) any of the Sanomune Assets, or cancel, waive or compromise any debts or claims, including
accounts payable to and receivable from Affiliates; 







- 33 - 

	 	(xvi) 	
      enter into any other material transaction or any
      amendment of any contract, lease, agreement, license or sublicense which
      is material to its business;

	 	 	 
	 	(xvii) 	
      settle any outstanding claim, dispute, litigation matter,
      or tax dispute;

	 	 	 
	 	(xviii) 	
      transfer any assets to the Sanomune Shareholders or any
      of their Subsidiaries or Affiliates or assume any Indebtedness from the
      Sanomune Shareholders or any of their Subsidiaries or Affiliates or enter
      into any other related party transactions;

	 	 	 
	 	(xix) 	
      redeem, purchase or offer to purchase any Sanomune Shares
      or other securities;

	 	 	 
	 	(xx) 	
      acquire any material assets, including but not limited to
      securities of other companies; or

	 	 	 
	 	(xxi) 	
      enter into any agreement or understanding to do any of
      the foregoing.




	6.5 	
      Conduct of Business of
DiaMedica



DiaMedica covenants and agrees that during the period from the
date of this Agreement until the earlier of the Closing Date and the date this
Agreement is terminated in accordance with its terms, unless Sanomune, otherwise
consents in writing (such consent not to be unreasonably withheld or delayed),
except as required by Law or as otherwise expressly permitted or specifically
contemplated by this Agreement: 

	 	(a) 	
      the business of DiaMedica shall be conducted in the
      ordinary course and consistent with past practice, and DiaMedica shall use
      its commercially reasonable efforts to maintain and preserve its business,
      its business relationships and the DiaMedica Assets;

	 	 	 
	 	(b) 	
      DiaMedica shall at all times comply with TSXV Policies,
      except where the failure to comply would not have a Material Adverse
      Effect;

	 	 	 
	 	(c) 	
      DiaMedica shall notify Sanomune of any event or
      occurrence having a Material Adverse Effect on DiaMedica;

	 	 	 
	 	(d) 	
      DiaMedica shall not directly or
  indirectly:




	 	(i) 	
      take any action which may interfere with or be
      inconsistent with the successful completion of the transactions
      contemplated herein or take any action or fail to take any action which
      may result in a condition precedent to the transactions described herein
      not being satisfied;

	 	 	 
	 	(ii) 	
      issue, sell, pledge, hypothecate, lease, dispose of or
      encumber any DiaMedica Shares or other securities of DiaMedica or any
      right, option or warrant with respect thereto, except for the issuance of
      DiaMedica Shares issued pursuant to the exercise of previously issued
      DiaMedica Options;

	 	 	 
	 	(iii) 	
      amend or propose to amend its Articles or
  by-laws;







- 34 - 

	 	(iv) 	
      split, combine or reclassify any of its securities or
      declare or make any Distribution, or distribute any of its property or
      assets to any Person;

	 	 	 
	 	(v) 	
      enter into or amend any employment contracts with any
      director, officer or senior management employee, create or amend any
      employee benefit plan, make any increases in the base compensation,
      bonuses, paid vacation time allowed or fringe benefits for its directors,
      officers, employees or consultants;

	 	 	 
	 	(vi) 	
      make any capital expenditures, additions or improvements
      or commitments for the same;

	 	 	 
	 	(vii) 	
      enter into any contract, commitment or agreement under
      which it would incur indebtedness for borrowed money or for the deferred
      purchase price of property or would have the right or obligation to incur
      any such indebtedness or obligation, or make any loan or advance to any
      Person;

	 	 	 
	 	(viii) 	
      acquire or agree to acquire (by tender offer, exchange
      offer, merger, amalgamation, acquisition of shares or assets or otherwise)
      any Person, partnership, joint venture or other business organization or
      division or acquire or agree to acquire any material assets;

	 	 	 
	 	(ix) 	
      enter into any material contracts regarding its business
      operations, including joint ventures, partnerships or other
      arrangements;

	 	 	 
	 	(x) 	
      create any securities compensation or bonus plan, or pay
      any bonuses, deferred or otherwise, or defer any compensation to any of
      its directors or officers;

	 	 	 
	 	(xi) 	
      make any material change in accounting procedures or
      practices;

	 	 	 
	 	(xii) 	
      mortgage, pledge or hypothecate any of the DiaMedica
      Assets, or subject them to any Lien, except Permitted Liens;

	 	 	 
	 	(xiii) 	
      enter into any agreement or arrangement granting any
      rights to purchase or lease any of the DiaMedica Assets or requiring the
      consent of any Person to the transfer, assignment or lease of any of the
      DiaMedica Assets;

	 	 	 
	 	(xiv) 	
      engage in any business that is outside of the business
      that is being currently conducted by DiaMedica, whether as a partner,
      joint venture participant or otherwise;

	 	 	 
	 	(xv) 	
      sell, lease, sublease, assign or transfer (by tender
      offer, exchange offer, merger, amalgamation, sale of shares or assets or
      otherwise) any of the DiaMedica Assets, or cancel, waive or compromise any
      debts or claims, including accounts payable to and receivable from
      Affiliates;

	 	 	 
	 	(xvi) 	
      enter into any other material transaction, or any
      amendment of any contract, lease, agreement, license or sublicense which
      is material to its business;

	 	 	 
	 	(xvii) 	
      settle any outstanding claim, dispute, litigation matter,
      or tax dispute;

	 	 	 
	 	(xviii) 	
      redeem, purchase or offer to purchase any DiaMedica
      Shares or other securities;







- 35 - 

	 	(xix) 	
      acquire, directly or indirectly, any assets, including
      but not limited to securities of other companies, outside the ordinary
      course of business; or

	 	 	 
	 	(xx) 	
      enter into any agreement or understanding to do any of
      the foregoing.



ARTICLE 7 
CONDITIONS TO OBLIGATION TO CLOSE


	7.1 	
      Mutual Closing Conditions



The obligations of DiaMedica to issue DiaMedica Shares in
exchange for the Sanomune Shares on the Closing Date, and the obligations of
each Sanomune Shareholder to transfer and assign to DiaMedica their respective
Sanomune Shares in exchange for the DiaMedica Shares, all pursuant to Article 2,
is subject to compliance with respective agreements and covenants of DiaMedica
and the Sanomune Shareholders herein contained, and to the satisfaction, on or
prior to the Closing Date, of the following conditions: 

	 	(a) 	
      DiaMedica Shareholder Approval. DiaMedica
      shall have obtained all necessary shareholder approvals required to
      complete the transactions contemplated hereby (including the Transaction),
      including any minority shareholder approvals, required by the TSXV (or
      TSXV policies) and Multilateral Instrument 61-101 (“MI 61-101”),
      and in the case of the latter, in accordance with the terms of the OSC
      Exemptive Relief (as defined below).

	 	 	 
	 	(b) 	
      Regulatory and Other Consents. All
      required approvals, consents, authorizations and waivers relating to the
      consummation of the transactions contemplated by this Agreement (including
      the Transaction) shall have been obtained from the TSXV and the securities
      regulatory authorities in British Columbia, Alberta, Manitoba, Ontario and
      Québec, including:




	 	(i) 	
      the acceptance by the TSXV of the Transaction;

	 	 	 
	 	(ii) 	
      the consent of the TSXV to obtain any required
      shareholder approvals under TSXV policies, including Policy 5.3, by
      written consent;

	 	 	 
	 	(iii) 	
      TSXV approval to list the DiaMedica Shares issued in
      connection with the Transaction;

	 	 	 
	 	(iv) 	
      a decision of the Ontario Securities Commission pursuant
      to Section 9.1 of MI 61-101 waiving the requirements of Section 5.6 of
      such instrument that the Transaction be approved at a meeting of
      shareholders of DiaMedica, and that an information circular be sent to
      shareholders of DiaMedica in connection with the Transaction (the “OSC
      Exemptive Relief”).




	 	(c) 	
      No Action or Proceeding. No bona
      fide legal or regulatory action or proceeding shall be pending or
      threatened by any person to enjoin, restrict or prohibit the exchange by
      the Sanomune Shareholders of the Sanomune Shares for DiaMedica Shares or
      the right of Sanomune or DiaMedica from and after the Closing Time to
      conduct, expand and develop the business of
Sanomune.







- 36 - 

	 	(d) 	
      No Termination. This Agreement shall not
      have been terminated pursuant to the provisions
hereof.



The agreements, certificates, documents, and other evidence of
compliance described in this Section 7.1 shall be in form and substance
satisfactory to DiaMedica and the Sanomune Shareholders, acting reasonably, and
shall, except as otherwise provided, be delivered at the Closing; provided,
however, any one or more of the foregoing conditions may be waived in writing by
DiaMedica and the Sanomune Shareholders. 

	7.2 	
      DiaMedica’s Closing
Conditions



DiaMedica’s obligation to issue DiaMedica Shares in exchange
for the Sanomune Shares on the Closing Date pursuant to Article 2 is subject to
compliance by Sanomune and the Sanomune Shareholders with their agreements and
covenants herein contained and to the satisfaction, on or prior to the Closing
Date, of the following additional conditions: 

	 	(a) 	
      Articles and Certificate of Corporate
      Existence. DiaMedica shall have received from Sanomune: (i)
      a copy, certified by one duly authorized officer of Sanomune to be true
      and complete as of the Closing Date, of the Articles and by-laws of
      Sanomune and (ii) a certificate or the equivalent, dated not more than
      three days prior to the Closing Date, of the governmental authority or the
      appropriate official of the jurisdiction in which Sanomune was formed and
      of each province, territory or state in which Sanomune carries on
      business, as to Sanomune’s good standing or qualification to carry on
      business, as the case may be.

	 	 	 
	 	(b) 	
      Due Diligence. DiaMedica, and its
      agents or representatives, shall have conducted and completed to its
      satisfaction, acting reasonably, a legal and financial due diligence
      investigation of Sanomune.

	 	 	 
	 	(c) 	
      Proof of Corporate Action. DiaMedica
      shall have received from Sanomune copies, certified by a duly authorized
      officer thereof to be true and complete as of the Closing Date, of the
      records of all corporate action taken to authorize the execution, delivery
      and performance of this Agreement and all matters ancillary
  thereto.

	 	 	 
	 	(d) 	
      Incumbency Certificates. DiaMedica
      shall have received from Sanomune, an incumbency certificate, dated the
      Closing Date, signed by a duly authorized officer thereof and giving the
      name and bearing a specimen signature of each individual who shall be
      authorized to sign, in the name and on behalf of Sanomune, this Agreement
      and any other ancillary documents.

	 	 	 
	 	(e) 	
      Representations and Warranties. The
      representations and warranties of Sanomune and the Sanomune Shareholders
      contained herein that are qualified by the word “material”, the words
      “material respects” or by the expressions “Material Adverse Effect” or
      “material adverse change”, shall be true and correct on and as of the
      Closing Date with the same force and effect as if such representations and
      warranties were made at such time, and all other representations and
      warranties shall be true and correct in all material respects, on and as
      of the Closing Date with the same force and effect as if such
      representations and warranties were made at such time, and DiaMedica shall
      have received on the Closing Date certificates to this effect, signed by
      two (2) authorized officers of Sanomune satisfactory to DiaMedica, and if
      applicable, Sanomune shall include with such certificates a description of
      each material contract (as described in Section 3.14 herein) entered into by Sanomune between the date
of this Agreement and the Closing Date and a representation substantially
equivalent to Section 3.14(b) in respect of each such material contract,
provided that each such material contract entered into between the date of this
Agreement and the Closing Date shall not breach, be in conflict with or
otherwise contravene Section 6.4. The representations and warranties of the
Sanomune Shareholders contained in Section 4.6 shall be true and correct on and
as of the Closing Date with the same force and effect as if such representations
and warranties were made at such time. 







- 37 - 

	 	(f) 	
      Covenants. All of the terms,
      covenants and conditions of this Agreement to be complied with or
      performed by Sanomune, and the Sanomune Shareholders at or before the
      Closing Date shall have been complied with or performed and DiaMedica
      shall have received on the Closing Date certificates to this effect signed
      by two (2) authorized officers of Sanomune satisfactory to
    DiaMedica.

	 	 	 
	 	(g) 	
      Third Party Consents. Sanomune shall have
      obtained all consents, authorizations or approvals required to be obtained
      in connection with the transactions contemplated in this Agreement
      (including the Transaction) of each Person under any indenture, agreement,
      contract, instrument, Lien, lease, permit, authorization, order, writ,
      judgement, injunction, decree, determination or arbitration award to which
      Sanomune is a party or by which the property of Sanomune is bound or
      affected, where the failure to obtain such consents, authorizations or
      approvals would constitute a breach of or default under, accelerate any
      obligation under, or give rise to a right of termination under any
      indenture, agreement, contract, instrument, lien, lease, permit,
      authorization, order, writ, judgement, injunction, decree, determination
      or arbitration award to which Sanomune is a party or by which the property
      of Sanomune is bound or affected, or result in the creation or imposition
      of any, Lien on any equity interest in Sanomune.

	 	 	 
	 	(h) 	
      No Material Adverse Change. No
      change shall have occurred in the business, affairs, financial condition
      or operations of Sanomune between September 30, 2009 and the Closing Date
      which would have a Material Adverse Effect.

	 	 	 
	 	(i) 	
      Divestment of Deferoxamine Assets. Sanomune
      will have sold, transferred or otherwise disposed of the assets described
      in Schedule 7.2(i) (the “Deferoxamine Assets”) pursuant to the
      Deferoxamine Asset Transactions, and DiaMedica shall have received
      satisfactory evidence that such sale, transfer or disposition has been
      completed.

	 	 	 
	 	(j) 	
      Sanonune Options and Warrants. All Sanomune
      Options outstanding as of the date hereof, being options to acquire a
      total of 290,000 Sanomune Common Shares, shall have been surrendered for
      cancellation by the holders thereof and cancelled by Sanomune, and a
      maximum of 2,739,316 Sanomune Preference Shares shall have been issued to
      the holders of Sanomune Warrants in full satisfaction of Sanomune’s
      obligations in respect of all Sanomune Warrants outstanding as at the date
      hereof, being warrants to acquire a total of 3,545,000 Sanomune Preference
      Shares.

	 	 	 
	 	(k) 	
      Escrow Agreements. DiaMedica shall have
      received from each Sanomune Shareholder, other than a Sanomune Shareholder
      named in Section 4.5(c), a duly executed escrow agreement, in form and
      substance satisfactory to DiaMedica and its counsel, acting reasonably,
      and Sanomune and its counsel, acting reasonably, pursuant to which such
      Sanomune Shareholder shall deposit the DiaMedica Shares received by he,
      she or it pursuant to Section 2.3(c) (along with any other securities
      received by such Sanomune Shareholder in exchange or substitution therefore), into escrow
for a period of (i) three years following Closing, in the case of DiaMedica
Shares received by the Sanomune Shareholder in exchange for Sanomune Common
Shares, and (ii) four months following Closing, in the case of DiaMedica Shares
received by the Sanomune Shareholder in exchange for Sanomune Preference Shares,
and the escrow agent appointed under such escrow agreement shall have received
for deposit into escrow the certificates representing such DiaMedica
Shares. 







- 38 - 

	 	(l) 	
      General. All instruments and corporate
      proceedings in connection with the transactions contemplated by this
      Agreement shall be satisfactory in form and substance to DiaMedica and its
      counsel, acting reasonably, and DiaMedica shall have received copies of
      all documents, including, without limitation, all documentation required
      to be delivered to DiaMedica at or before the Closing Time in accordance
      with this Agreement, records of corporate or other proceedings, opinions
      of counsel and consents which DiaMedica may have reasonably requested in
      connection therewith.



The agreements, certificates, documents, other evidence of
compliance and opinions described in this Section 7.2 shall be in form and
substance satisfactory to DiaMedica, acting reasonably, and shall, except as
otherwise provided, be delivered to DiaMedica at the Closing; provided, however,
any one or more of the foregoing conditions may be waived in writing by
DiaMedica. 

	7.3 	
      Sanomune Shareholders’ Closing
  Conditions



The obligations of each of the Sanomune Shareholders to
transfer and assign to DiaMedica their respective Sanomune Shares in exchange
for the DiaMedica Shares pursuant to Article 2 is subject to compliance by
DiaMedica with its agreements herein contained and to the satisfaction, on or
before the Closing Date of the following additional conditions: 

	 	(a) 	
      Articles and Certificate of Corporate
      Existence. Sanomune shall have received from DiaMedica: (i)
      a copy, certified by a duly authorized officer of DiaMedica, to be true
      and complete as of the Closing Date, of the Articles and by-laws of
      DiaMedica and (ii) a certificate dated not more than three days prior to
      the Closing Date, of the government of Manitoba as to DiaMedica’s
      corporate good standing.

	 	 	 
	 	(b) 	
      Proof of Corporate Action. Sanomune
      shall have received from DiaMedica copies, certified by a duly authorized
      officer thereof to be true and complete as of the Closing Date, of the
      records of all corporate action taken to authorize the execution, delivery
      and performance of this Agreement and all matters ancillary
  thereto.

	 	 	 
	 	(c) 	
      Incumbency Certificate. Sanomune
      shall have received from DiaMedica an incumbency certificate, dated the
      Closing Date, signed by a duly authorized officer thereof and giving the
      name and bearing a specimen signature of each individual who shall be
      authorized to sign, in the name and on behalf of DiaMedica, this Agreement
      and any other ancillary documents.

	 	 	 
	 	(d) 	
      Representations and Warranties. The
      representations and warranties of DiaMedica contained herein that are
      qualified by the word “material”, the words “material respects” or by the
      expressions “Material Adverse Effect” or “material adverse change”, shall
      be true and correct on and as of the Closing Date with the same force and
      effect as if such representations and warranties were made at such time,
      and all other representations and warranties shall be true and correct in
      all material respects, on and as of the Closing
Date with the same force and effect as if such representations and
warranties were made at such time, and Sanomune shall have received on the
Closing Date certificates to this effect signed by one authorized officer of
DiaMedica. 







- 39 - 

	 	(e) 	
      Covenants. All of the terms,
      covenants and conditions of this Agreement to be complied with or
      performed by DiaMedica at or before the Closing Date shall have been
      complied with or performed and Sanomune shall have received on the Closing
      Date certificates to this effect signed by an authorized officer of
      DiaMedica.

	 	 	 
	 	(f) 	
      No Material Adverse Change. No change shall
      have occurred in the business, affairs, financial condition or operations
      of DiaMedica between September 30, 2009 and the Closing Date which would
      have a Material Adverse Effect.

	 	 	 
	 	(g) 	
      Conditions of Regulatory Approvals.
      Any and all escrow or other conditions affecting the Sanomune
      Shareholders in their capacity as shareholders of Sanomune imposed by the
      TSXV or any securities regulatory authority (including the Ontario
      Securities Commission pursuant to the OSC Exemptive Relief) in respect of
      the DiaMedica Shares to be issued on Closing to the Sanomune Shareholders
      shall be satisfactory to the Sanomune Shareholders, acting
    reasonably.

	 	 	 
	 	(h) 	
      General. All instruments and
      corporate proceedings in connection with the transactions contemplated by
      this Agreement shall be satisfactory in form and substance to Sanomune and
      its counsel, acting reasonably, and Sanomune shall have received copies of
      all documents as provided for herein, including, without limitation,
      records of corporate or other proceedings and consents which Sanomune may
      have reasonably requested in connection therewith.



The agreements, certificates, documents and other evidence of
compliance described in this Section 7.3 shall be in form and substance
satisfactory to the Sanomune, acting reasonably, and shall, except as otherwise
provided, be delivered to Sanomune at the Closing; provided, however, any one or
more of the foregoing conditions may be waived in writing by Sanomune. 

ARTICLE 8 
TERMINATION 

	8.1 	
      Termination



This Agreement may be terminated by written notice given by the
terminating party to the other parties hereto: 

	 	(a) 	
      by mutual written consent of each of Sanomune and
      DiaMedica;

	 	 	 
	 	(b) 	
      by Sanomune or DiaMedica, if there has been a
      misrepresentation, breach or non- performance by a party (other than the
      party seeking to terminate this Agreement pursuant to this Section 8.1(b))
      of any representation, warranty, covenant or obligation contained in this
      Agreement, provided the breaching party has been given notice of and
      twenty (20) days to cure any such misrepresentation, breach or
      non-performance;

	 	 	 
	 	(c) 	
      by any of Sanomune or DiaMedica, if a condition for the
      terminating party’s benefit has not been satisfied or waived;
  or







- 40 - 

	 	(d) 	
      by either Sanomune or DiaMedica, if the Closing has not
      occurred on or before April 30, 2010 or such later date as may be agreed
      to by Sanomune and DiaMedica (provided, that the right to terminate this
      Agreement under this Section 8.1(d) shall not be available to any party
      whose failure to fulfill any of its obligations under this Agreement has
      been the cause of or resulted in the failure to consummate the
      transactions contemplated hereby by such
date).




	8.2 	
      Effect of Termination



In the event of the termination of this Agreement as provided
in Section 8.1, this Agreement shall forthwith have no further force or effect
and there shall be no obligation on the part of the parties hereunder except
with respect to (i) Section 9.1, Article 11, Article 12 and Article 13, which
will survive such termination, and (ii) a breach arising from the fraud or
willful misconduct of any party. 

	8.3 	
      Waivers and Extensions



At any time prior to the Closing Time, each of the parties
hereto may (a) extend the time for the performance of any of the obligations or
other acts of another party hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto or (c) waive compliance with any of the agreements or conditions
contained herein. Any such extension or waiver shall be valid if set forth in an
instrument in writing signed by the party to be bound thereby. 

ARTICLE 9 
TRANSACTION COSTS 

	9.1 	
      Transactions Costs



In the event of the termination of this Agreement pursuant to
Section 8.1 hereof, all costs of the transactions contemplated hereby incurred
by Sanomune, the Sanomune Shareholders and DiaMedica, as the case may be,
including in connection with this Agreement and the Transaction, including legal
fees, financial advisor fees and all disbursements by such parties and their
advisors shall be born and paid by the party incurring the costs, whether or not
such transactions are completed. For greater certainty, following completion of
the transactions contemplated hereby, including the Transaction, Sanomune (and
not the Sanomune Shareholders) shall be responsible for the costs of preparing
and filing the Tax Return for the deemed year-end resulting therefrom.

	9.2 	
      Preparation of Sanomune Financial Statements and Other
      Documentation



Sanomune shall be responsible for preparing the pro forma
financial statements of Sanomune reflecting the combination of Sanomune and
DiaMedica in the form required by the TSXV or the relevant securities regulatory
authorities, and prior to Closing, shall, at the expense of DiaMedica, assist in
preparing any other documentation reasonably requested by DiaMedica.

ARTICLE 10 
NOTICES 

	10.1 	
      Notices



Any notice or other communication in connection with this
Agreement shall be deemed to be delivered if in writing (or in the form of a
fax) addressed as provided below: (a) when actually delivered or faxed to said address, or (b) in the case of a letter, three Business
Days shall have elapsed after the same shall have been deposited in the Canadian
mails, postage prepaid and registered or certified: 




- 41 - 

If to DiaMedica, then to the following address: 

DiaMedica Inc. 
8-1250 Waverley
Street 
Winnipeg, Manitoba 
R3T 6C6 
Fax: 204-453-3745 
Attention:
Mr. Eric Johnstone, Vice President, Finance 

or at such other address as DiaMedica shall have specified by
notice actually received by the addressor; 

	with a copy to: 	Lang Michener LLP 
	  	181 Bay Street, Suite 2500 
		Toronto, Ontario 
	  	M5J 2T7 
	 	Fax: 416-304-3791 
	  	Attention: Ms. Hellen Siwanowicz



If to Sanomune or the Sanomune Shareholders then to the
following address: 

Sanomune Inc. 
7-1250 Waverley
Street 
Winnipeg, Manitoba 
R3T 6C6 
Fax: 204-453-1293 
Attention:
Mr. Rick Pauls, President 

or at such other address as Sanomune or the Sanomune
Shareholders shall have specified by notice actually received by the addressor;


	with a copy to: 	Aikins, Macaulay& Thorvaldson LLP 
	  	30th Floor, 360 Main Street 
	 	Winnipeg, Manitoba 
	  	R3C 4G1 
	  	Fax: 204-957-4259 
	  	Attention: Mr. David Filmon



ARTICLE 11 
INDEMNIFICATION 

	11.1 	
      Survival of Covenants, Agreements,
  Etc.



All covenants, agreements, indemnities, representations and
warranties made herein to DiaMedica, Sanomune or the Sanomune Shareholders or in
any other document referred to herein or delivered to DiaMedica, Sanomune or the
Sanomune Shareholders pursuant hereto shall be deemed to have been relied on by
DiaMedica, Sanomune or the Sanomune Shareholders, as the case may be,
notwithstanding any investigation made by DiaMedica, Sanomune or the Sanomune
Shareholders, and shall survive the execution and delivery of this Agreement and
the deliveries described in Article 7 for a period of two years following the Closing Date; except that the
representations and warranties of Sanomune and the Sanomune Indemnifying
Shareholders set out in Sections 3.1, 3.2, 3.3, 3.5, 3.6 and 3.7 (and any
corresponding representations and warranties set out in the closing certificates
of Sanomune and the Sanomune Indemnifying Shareholders to be provided pursuant
to Section 7.2(f)), and the representations and warranties of each Sanomune
Shareholder set out in Sections 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, shall survive
and continue in full force and effect without limitation of time.




- 42 - 

	11.2 	
      Indemnification by Sanomune Indemnifying Shareholders
      and Sanomune Shareholders




	 	(a) 	
      The Sanomune Indemnifying Shareholders agree to jointly
      and severally indemnify and save harmless DiaMedica and its shareholders,
      directors, officers, agents and representatives (the “DiaMedica
      Indemnified Persons”) from all Losses suffered or incurred by the
      DiaMedica Indemnified Persons as a result of or arising directly or
      indirectly out of or in connection with:




	 	(i) 	
      any breach by Sanomune or the Sanomune Indemnifying
      Shareholders of or any inaccuracy of any representation or warranty of
      Sanomune or the Sanomune Indemnifying Shareholders contained in Article 3
      of this Agreement or in any agreement, certificate or other document
      delivered pursuant hereto; and

	 	 	 
	 	(ii) 	
      any breach or non-performance by Sanomune or the Sanomune
      Indemnifying Shareholders of any covenant to be performed by them which is
      contained in this Agreement or in any agreement, certificate or other
      document delivered pursuant hereto.




	 	(b) 	
      Each Sanomune Shareholder agrees to indemnify and save
      harmless the DiaMedica Indemnified Persons from all Losses suffered or
      incurred by the DiaMedica Indemnified Persons as a result of or arising
      directly or indirectly out of or in connection
with:




	 	(i) 	
      any breach by such Sanomune Shareholder of or any
      inaccuracy of any representation or warranty of such Sanomune Shareholder
      contained in Article 4 of this Agreement; and

	 	 	 
	 	(ii) 	
      any failure of such Sanomune Shareholder to transfer good
      and valid title to such Sanomune Shareholder’s Sanomune Shares to
      DiaMedica, free and clear of all Liens.




	11.3 	
      Indemnification by
DiaMedica



DiaMedica agrees to indemnify and save harmless the Sanomune
Shareholders from all Losses suffered or incurred by the Sanomune Shareholders
as a result of or arising directly or indirectly out of or in connection with:


	 	(a) 	
      any breach by DiaMedica of or any inaccuracy of any
      representation or warranty contained in Article 5 of this Agreement or in
      any agreement, instrument, certificate or other document delivered
      pursuant hereto; and

	 	 	 
	 	(b) 	
      any breach or non-performance by DiaMedica of any
      covenant to be performed by it which is contained in this Agreement or in
      any agreement, certificate or other document delivered pursuant
    hereto.







- 43 - 

	11.4 	
      Limitations on Amount



Each Sanomune Shareholder’s aggregate liability to the
DiaMedica Indemnified Persons for any and all Losses in respect of any and all
causes of action, event, or other circumstances arising out of this Agreement
shall be limited to an amount equal to the value of the DiaMedica Shares
received by such Sanomune Shareholder in consideration of the transfer and
assignment of their Sanomune Shares, to be calculated as the Market Price of the
DiaMedica Shares on the last trading day immediately prior to Closing multiplied
by the number of DiaMedica Shares received by such Sanomune Shareholder. No
Sanomune Indemnifying Shareholder shall be required to indemnify the DiaMedica
Indemnified Parties for any Losses resulting from a breach of or inaccuracy of a
particular representation or warranty after the expiry of the survival period in
respect of such particular representation or warranty, except in respect of a
Claim or Third Party Claim for which notice is delivered in accordance with this
Agreement prior to the expiry of the survival period in respect thereof.


	11.5 	
      Notice of Claim




	 	(a) 	
      In the event that a party (the “Indemnified
      Party”) shall become aware of any claim, proceeding or other matter (a
      “Claim”) in respect of which another party (the “Indemnifying
      Party”) agreed to indemnify the Indemnified Party pursuant to this
      Agreement, the Indemnified Party shall promptly give written notice
      thereof to the Indemnifying Party. Such notice shall specify whether the
      Claim arises as a result of a claim by a person against the Indemnified
      Party (a “Third Party Claim”) or whether the Claim does not so
      arise (a “Direct Claim”), and shall also specify with reasonably
      particularity (to the extent that the information is available) the
      factual basis for the Claim and the amount of the Claim, if
  known.

	 	 	 
	 	(b) 	
      If, through the fault of the Indemnified Party, the
      Indemnifying Party does not receive notice of any Claim in time to contest
      effectively the determination of any liability susceptible of being
      contested, the Indemnifying Party shall be entitled to set off against the
      amount claimed by the Indemnified Party the amount of any Losses incurred
      by the Indemnifying Party resulting from the Indemnified Party’s failure
      to give such notice on a timely basis.




	11.6 	
      Direct Claims



With respect to any Direct Claim, following receipt of notice
from the Indemnified Party of the Claim, the Indemnifying Party shall have 60
days to make such investigation of the Claim as is considered necessary or
desirable. For the purpose of such investigation, the Indemnified Party shall
make available to the Indemnifying Party the information relied upon by the
Indemnified Party to substantiate the Claim, together with all such other
information as the Indemnifying Party may reasonably request. If both parties
agree at or prior to the expiration of such 60-day period (or any mutually
agreed upon extension thereof) to the validity and amount of such Claim, the
Indemnifying Party shall immediately pay to the Indemnified Party the full
agreed upon amount of the Claim, failing which the matter shall be referred to
binding arbitration in such manner as the parties may agree or shall be
determined by a court of competent jurisdiction. 

	11.7 	
      Third Party Claims



With respect to any Third Party Claim, the Indemnifying Party
shall have the right, at its expense, to participate in or assume control of the
negotiation, settlement or defence of the Claim and, in such event, the
Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified
Party’s out-of-pocket expenses as a result of such participation or
assumption. If the Indemnifying Party elects to assume such control, the
Indemnified Party shall have the right to participate in the negotiation,
settlement or defence of such Third Party Claim and to retain counsel to act on
its behalf, provided that the fees and disbursements of such counsel shall be
paid by the Indemnified Party unless the Indemnifying Party consents to the
retention of such counsel or unless the named parties to any action or
proceeding include both the Indemnifying Party and the Indemnified Party and the
representation of both the Indemnifying Party and the Indemnified Party by the
same counsel would be inappropriate due to the actual or potential differing
interests between them (such as the availability of different defences), in
which case the Indemnifying Party shall pay the reasonable fees and expenses of
one such counsel. If the Indemnifying Party, having elected to assume such
control, thereafter fails to defend the Third Party Claim within a reasonable
time, the Indemnified Party shall be entitled to assume such control, in which
case the Indemnifying Party shall pay the reasonable fees and expenses of one
such counsel, and the Indemnifying Party shall be bound by the results obtained
by the Indemnified Party with respect to such Third Party Claim. If any Third
Party Claim is of a nature such that the Indemnified Party is required by
applicable Law or the order of any court, tribunal or regulatory body having
jurisdiction to make a payment to any Person (a “Third Party”) with
respect to the Third Party Claim before the completion of settlement
negotiations or related legal proceedings, as the case may be, the Indemnified
Party may make such payment and the Indemnifying Party shall, forthwith after
demand by the Indemnified Party, reimburse the Indemnified Party for such
payment. If the amount of any liability of the Indemnified Party under the Third
Party Claim in respect to of which such payment was made, as finally determined,
is less than the amount which was paid by the Indemnifying Party to the
Indemnified Party, the Indemnified Party shall, forthwith after receipt of the
difference from the Third Party, pay the amount of such difference to the
Indemnifying Party. If such a payment, by resulting in settlement of the Third
Party Claim, precludes a final determination of the merits of the Third Party
Claim and the Indemnified Party and the Indemnifying Party are unable to agree
whether such payment was reasonable in the circumstances having regard to the
amount and merits of the Third Party Claim, such dispute shall be submitted to
arbitration pursuant to The Arbitration Act (Manitoba). 




- 44 - 

	11.8 	
      Settlement of Third Party
Claims



If the Indemnifying Party fails to assume control of the
defence of any Third Party Claim, the Indemnified Party shall have the exclusive
right to contest, settle or pay the amount claimed. Whether or not the
Indemnifying Party assumes control of the negotiation, settlement or defence of
any Third Party Claim, the Indemnifying Party shall not settle any Third Party
Claim without the written consent of the Indemnified Party, which consent shall
not be unreasonably withheld or delayed; provided, however, that the liability
of the Indemnifying Party shall be limited to the proposed settlement amount if
any such consent is not obtained for any reason. 

	11.9 	
      Co-Operation



The Indemnified Party and the Indemnifying Party shall
co-operate fully with each other with respect to Third Party Claims, and shall
keep each other fully advised with respect thereto (including supplying copies
of all relevant documentation promptly as it become available). 

	11.10 	
      Exclusivity



The provision of this Article 11 shall apply to any Claim for
breach of any covenant, representation, warranty or other provision of this
Agreement or any agreement, certificate or other document delivered pursuant
hereto (other than a claim for specific performance or injunctive relief) with
the intent that all such Claims shall be subject to the limitations an other
provisions contained in this Article 11. 




- 45 - 

ARTICLE 12 
CONFIDENTIALITY 

	12.1 	
      Confidential Information



All information of Sanomune as to its proprietary technology,
scientific and clinical data, regulatory process, intellectual and other
properties, title, assets and affairs, including information delivered in oral,
electronic or written format, which (1) has not become generally available to
the public, (2) was not available to DiaMedica or its representatives on a
non-confidential basis before the date of the Letter Agreement or (3) does not
become available to DiaMedica or its representatives on a non-confidential basis
from a person who is not otherwise bound by confidentiality obligations to
Sanomune with respect to such information and not otherwise prohibited from
transmitting such information, shall be kept strictly confidential by DiaMedica
and its representatives (the “Confidential Information”). No Confidential
Information may be released to third parties without the consent of Sanomune,
except that Sanomune hereto agrees that it will not unreasonably withhold such
consent to the extent that such Confidential Information is compelled to be
released by legal process or is required to be released to regulatory bodies
and/or included in public documents to satisfy the disclosure requirements in
order to consummate the transactions contemplated herein or otherwise. In the
event of the Termination of this Agreement, DiaMedica shall, upon request,
promptly return all Confidential Information to Sanomune. 

ARTICLE 13 
MISCELLANEOUS 

	13.1 	
      Amendments and Waivers



Except as otherwise expressly provided herein, any term of this
Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each of Sanomune, the Sanomune
Shareholders and DiaMedica, or in the case of a waiver, by the party against
whom the waiver is to be effective. Any amendment or waiver effected in
accordance with this Section 13.1 shall be binding upon the Sanomune, the
Sanomune Shareholders and DiaMedica pursuant to this Agreement. 

	13.2 	
      Power of Attorney



The Sanomune Shareholders hereby severally and irrevocably
appoint Matthew Sheedy as their agent and attorney to take any action that is
required or to execute and deliver any documents on their behalf, including
without limitation, for the purposes of all Closing matters and deliveries of
documents and do and cause to be done all such acts and things as may be
necessary or desirable in connection with the transactions contemplated hereby
(including the Transaction). Such appointment is coupled with an interest and is
irrevocable. Without limiting the generality of the foregoing, Mr. Sheedy may,
on behalf of himself and the Sanomune Shareholders, extend the Closing
Date, modify, waive or confirm satisfaction of such conditions (including the
condition set out in Section 7.3(g) hereof) as are contemplated herein,
negotiate, settle and deliver the final forms of this Agreement and any other
documents that are necessary or desirable to give effect to such transactions.
The Sanomune Shareholders hereby acknowledge and agree that any decision or
exercise of discretion required to be made by Mr. Sheedy under this Agreement,
shall be final and binding upon the Sanomune Shareholders so long as such
decision or exercise was made bona fide. DiaMedica shall have no duty to enquire
into the validity of any document executed or other action taken by Mr. Sheedy
on behalf of the Sanomune Shareholders pursuant to this Section 13.2. 




- 46 - 

	13.3 	
      Consent to Offering



Notwithstanding any other provision in this Agreement, the
parties agree that nothing in this Agreement shall preclude DiaMedica from
completing a public or private offering of up to an aggregate of $4,000,000 in
equity securities, through a combination of DiaMedica Shares, units or
securities convertible into DiaMedica Shares, or entering into any agreement in
connection with such an offering. In the event that such an offering or
agreement is completed or entered into, as the case may be, prior to the Closing
Time, the representations, warranties and covenants of DiaMedica set out in this
Agreement, including, without limitation, the representations in Section 5.4,
5.9(j) and 5.9(n), and the covenants in Sections 6.5(ix) and 6.5(xvi), shall be
deemed be amended or adjusted to the extent required by the terms of such
offering or agreement. 

	13.4 	
      Consent to Jurisdiction



Each of Sanomune, the Sanomune Shareholders and DiaMedica
hereby agrees to submit to the non-exclusive jurisdiction of the courts in and
of the Province of Manitoba and to the courts to which an appeal of the
decisions of such courts may be taken, and consents that service of process with
respect to all courts in and of the Province of Manitoba may be made by
registered mail to it at the address set forth in Article 10. 

	13.5 	
      Governing Law



This Agreement shall be governed by and construed in accordance
with the laws of the Province of Manitoba and the federal laws of Canada
applicable therein without giving effect to any choice or conflict of law
provision or rule that would cause the application of the domestic substantive
laws of any other jurisdiction, and shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns. 

	13.6 	
      Further Assurances



Sanomune, the Sanomune Shareholders and DiaMedica, upon the
request of any other party hereto, whether before or after the Closing, shall
do, execute, acknowledge and deliver or cause to be done, executed, acknowledged
or delivered all such further acts, deeds, documents, assignments, transfers,
conveyances, powers of attorney and assurances as may be reasonably necessary or
desirable to effect complete consummation of the transactions contemplated
hereby, including the Transaction. 

	13.7 	
      Time



Time is of the essence of this Agreement. 

	13.8 	
      Assignment



This Agreement may not be assigned by any of the parties hereto
without the prior written consent of the other parties hereto, such consents not
to be unreasonably withheld or delayed. 

	13.9 	
      Independent Legal Advice



Each of the Sanomune Shareholders acknowledges that he, she or
it has had independent legal advice regarding the execution of this Agreement,
or has been advised of his or its respective right to obtain independent legal
advice, and if he, she or it has not in fact obtained independent legal advice,
such Sanomune Shareholder acknowledges herewith that he or it understands the
contents of this Agreement and that he or it is executing the same voluntarily and without
pressure from the other parties or anyone on their behalf. 




- 47 - 

	13.10 	
      Public Announcement;
Disclosure



Sanomune and the Sanomune Shareholders shall not make any
public announcement concerning this Agreement or the matters contemplated
herein, their discussions or any other memoranda, letters or agreements between
the parties relating to the matters contemplated herein without the prior
consent of DiaMedica, which consent shall not be unreasonably withheld, and
DiaMedica shall not make any public announcement concerning this Agreement or
the matters contemplated herein, its discussions or any other memoranda, letters
or agreements between the parties relating to the matters contemplated herein
without the prior consent of Sanomune, which consent shall not be unreasonably
withheld, provided that no party shall be prevented from making any disclosure
which is required to be made by law or any rules of a stock exchange or similar
organization to which it is bound. Prior to the making of any public
announcement or the dissemination press release, DiaMedica or Sanomune, as the
case may be, shall provide the other with a reasonable opportunity to review and
provide comments regarding such announcement or press release. 

	13.11 	
      Entire Agreement, Counterparts, Section
      Headings



This Agreement, and the Schedules hereto, sets forth the entire
understanding of the parties hereto with respect to the transactions
contemplated hereby and supersedes any prior written or oral understandings with
respect thereto, including, without limitation, the Letter Agreement. This
Agreement may be executed by facsimile and in one or more counterparts thereof,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The headings in this Agreement are for
convenience of reference only and shall not alter or otherwise affect the
meaning hereof. 

	13.12 	
      Regulatory Approval



This Agreement is subject to regulatory approval, including,
without limitation, that of the TSXV. 

[Remainder of page blank] 




IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written. 


	DIAMEDICA INC. 
	 	  
	 	  
	 	  
	by: 	
	 	Name: 
	 	Title: 





	SANOMUNE INC. 
	 	  
	 	  
	 	  
	by:	 
	 	Name: 
	 	Title: 
	 	  
	 	  
	by: 	
	 	Name: 
	 	Title: 





	CENTRESTONE VENTURES LIMITED
    
	PARTNERSHIP, by its general
      partner, 
	CentreStone Ventures Inc.
  
	 	  
	 	  
	 	  
	by: 	
	 	Name: 
	 	Title: 





	CENTRESTONE VENTURES INC.
  
	 
	 	  
	 	  
	by: 	
	 	Name: 
	 	Title: 









	 
	Dawson Reimer 
	 
	 
	 
	Eric Johnstone 
	 
	 
	GENESYS VENTURES INC. 
	 	 
	 	 
	by: 	
	 	Name: Marcus Enns 
	 	Title: Vice-President, Corporate Affairs 
	 	 
	 
	Gord Froelich 
	 
	 
	ILKAY INVESTMENT CORP.

	 	 
	 	 
	by: 	
	 	Name: 
	 	Title: 
	 	 
	 
	Marcus Enns 
	 
	 
	Matthew Charles
  









	 
	Matthew Sheedy 
	 
	 
	Michael Coutts 
	 
	 
	Sheena Reid-Williams 
	 
	 
	UNION BANCAIRE PRIVÉE 
	 
	 
	by: 	
	 	Name: 
	 	Title: 
	 	 
	 	 
	UNIVERSITY OF MANITOBA

	 
	 	 
	by: 	
	 	Name: 
	 	Title: 
	 	 
	 
	Werner Pauls










	BLOOM BURTON & CO.

	 
	 	  
	 	  
	by: 	
	 	Name: 
	 	Title: 
	 	  
	 	  
	 	  
	ZIDA MANAGEMENT LTD. 
	 
	 	  
	 	  
	by: 	
	 	Name: 
	 	Title: 







SCHEDULE 2.1 
SANOMUNE SHAREHOLDERS 


	




Shareholder 	

Number
      of 
Sanomune 
Common Shares 
Held 	

Number
      of 
Sanomune 
Preference 
Shares Held
	



Total Sanomune 
Shares
      Held 	Consideration
      
to be paid 
(Number of 
DiaMedica
      
Shares to be 
issued) 
	Bloom Burton & Co. 	386,847 	  	386,847 	200,000 
	CentreStone Ventures Inc. 	99 		99 	51 
	CentreStone Ventures Limited Partnership 		14,798,444 	14,798,444 	7,657,373 
	Dawson Reimer 	  	174,891 	174,891 	90,496 
	Eric Johnstone 	  	87,445 	87,445 	45,248 
	Zida Management Ltd. 	193,424 	  	193,424 	100,000 
	Genesys Ventures Inc. 	2,642,578 	  	2,642,578 	1,367,388 
	Gord Froehlich 	  	69,956 	69,956 	36,198 
	Ilkay Investment Corp. 	  	1,748,907 	1,748,907 	904,962 
	Marcus Enns 	  	349,781 	349,781 	180,992 
	Matthew Charles 	  	174,891 	174,891 	90,496 
	Matthew Sheedy 	  	402,248 	402,248 	208,141 
	Michael Coutts 	  	43,722 	43,722 	22,624 
	Sheena Reid-Williams 	  	1,311,680 	1,311,680 	678,721 
	Union Bancaire Privée 	  	349,781 	349,781 	180,992 
	University of Manitoba 	528,515 	  	528,515 	273,477 
	Werner Pauls 	  	1,486,571 	1,486,571 	769,218 
	TOTALS: 	3,751,463 	20,998,317 	24,749,780 	12,806,377








SCHEDULE 3.4 
SANOMUNE INFORMATION 

	1. 	
      Corporate Information




	 	(a) 	
      Sanomune organization chart;

	 	(b) 	
      Sanomune corporate minute books;

	 	(c) 	
      Articles of Incorporation (including amendments), and
      by-laws (including schedules);

	 	(d) 	
      Sanomune U.K. corporate minute books, including articles
      of incorporation and by-laws; and

	 	(e) 	
      list of jurisdictions in which Sanomune is qualified to
      do business




	2. 	
      Series A Preferred Share Financing Completed October 15,
      2007




	 	(a) 	
      Sanomune-CentreStone Term Sheet; and

	 	(b) 	
      Series A Closing Books.




	3. 	
      Capitalization and
Shareholders




	 	(a) 	
      list of shareholders, option holders and warrant
      holders.




	4. 	
      Management Contracts




	 	(a) 	
      Sanomune - Genesys- management services
  agreement.




	5. 	
      Financial and Operating
Information




	 	(a) 	
      Audited 2008 Financial
Statements.




	6. 	
      Material Agreements




	 	(a) 	
      License Agreement – U of M

	 	 	 
	 	(b) 	
      Consulting, Employment, Management and Service
      Agreements




	 	i 	
      Deloitte - Sanomune UK Secretarial Services;

	 	ii 	
      Sanomune CSA - Desmond Persad;

	 	iii 	
      Sanomune CSA - Joanne Hutton;

	 	iv 	
      Westlink Employment Contracts;

	 	v 	
      Sanomune Manley Consulting
Agreement;




	 	(c) 	
      List of Collaborators




	 	i 	
      HPRF Collaborative Research
Agreement




	 	(d) 	
      Research Agreements




	 	i 	
      Cerebricon Research Agreement C20108;

	 	ii 	
      Cerebricon Research Agreement C20308;

	 	iii 	
      Cerebricon Research Agreement C20408;

	 	iv 	
      Cerebricon Research Agreement C130308;

	 	v 	
      Cerebricon Research Agreement
C130208;







- 2 - 

	 	vi 	
      Marinbio Contract Jun 08;

	 	vii 	
      Aragen Contract; and

	 	viii 	
      NIAID Non-Clinical Evaluation
Agreement.




	 	(e) 	
      Material Transfer Agreements




	 	i 	
      Material Transfer Agreement - Jesus Avila;

	 	ii 	
      Material Transfer Agreement - Haitao Gao;

	 	iii 	
      Material Transfer Agreement - Michael Cleary;

	 	iv 	
      Material Transfer Agreement - Michael Cleary;

	 	v 	
      MTA and CDA – Gladstone; and

	 	vi 	
      Sanomune Mount Sinai Hospital MTA Feb
  09.




	 	(f) 	
      Confidentiality Agreements




	 	i 	ADDF CDA; 
	 	ii 	Aragen NDA (mutual); 
	 	iii 	Barry Greenberg - one-way CDA; 
	 	iv 	Bioqual CDA; 
	 	v 	CDA Fahnestock Sanomune; 
	 	vi 	CHDI CDA; 
	 	vii 	Darren Manley CDA; 
	 	viii 	Full CDA Sanomune – OptiNose; 
	 	ix 	Impel-Sanomune Mutual NDA; 
	 	x 	Kriger CDA; 
	 	xi 	Mackler NDA; 
	 	xii 	NDA with QSV Biologics; 
	 	xiii 	OSMOS CDA; 
	 	xiv 	Patheon CDA; 
	 	xv 	Promab Sanomune CDA; 
	 	xvi 	Sanomune - Anaspec CDA; 
	 	xvii 	Sanomune - Dundee CDA; 
	 	xviii 	Sanomune - PSN - Two Way CDA; 
	 	xix 	Sanomune CogState CDA; 
	 	xx 	Sanomune-Accell; 
	 	xxi 	Sanomune-BioVectra; 
	 	xxii 	Sanomune-Bloom Burton & Co.; 
	 	xxiii 	Sanomune-Clarus CDA; 
	 	xxiv 	Sanomune-Dundee; 
	 	xxv 	Sanomune-Elona; 
	 	xxvi 	Sanomune-Encon; 
	 	xxvii 	Sanomune-Epitomics; 
	 	xxviii 	Sanomune-EZbiolabs; 
	 	xxix 	Sanomune-GenPat77; 
	 	xxx 	Sanomune-Great American; 
	 	xxxi 	Sanomune-GRS; 
	 	xxxii 	Sanomune-HPRF; 
	 	xxxiii 	Sanomune-JDRF; 
	 	xxxiv 	Sanomune-JSW; 
	 	xxxv 	Sanomune-Leerink; 
	 	xxxvi 	Sanomune-Marin Biologic;







- 3 - 

	 	xxxvii 	
      Sanomune-Optinose;

	 	xxxviii 	
      Sanomune-Optinose CDA;

	 	xxxix 	
      Sanomune-Paul Aisen;

	 	xl 	
      Sanomune-PharmaNet;

	 	xli 	
      Sanomune-PSI;

	 	xlii 	
      Sanomune-Swiss Pharma Contract;

	 	xliii 	
      Sanomune-Travelers;

	 	xliv 	
      Siplas CDA; and

	 	xlv 	
      Whitnall Army NDA.




	7. 	
      Tax Matters




	 	(a) 	
      GST-HST Registration

	 	(b) 	
      Notice of Assessment for 2003;

	 	(c) 	
      Notice of Assessment for 2004;

	 	(d) 	
      Notice of Assessment for 2005;

	 	(e) 	
      Notice of Assessment for 2006;

	 	(f) 	
      Tax return – 2003;

	 	(g) 	
      Tax return – 2004;

	 	(h) 	
      Tax return – 2005;

	 	(i) 	
      Tax return – 2006;

	 	(j) 	
      Tax return - 2007 - and other misc tax docs;

	 	(k) 	
      Tax return - 2007 - and other misc tax docs -
  2;




	8. 	
      Intellectual Property




	 	(a) 	
      List of Intellectual Property;

	 	(b) 	
      Confidentiality, non-disclosure and assignment of
      invention agreements, between any of the Corporations and third
      parties:




	 	i 	
      Assignment of Invention to Genesys Venture;

	 	ii 	
      Employment IP - Invention Agreement - Eric
    Johnstone;

	 	iii 	
      Employment IP - Invention Agreement - Kerrie
  Hayes;

	 	iv 	
      Employment IP - Invention Agreement - Mark
    Williams;

	 	v 	
      Employment IP - Invention Agreement - Matthew
    Sheedy;

	 	vi 	
      Employment IP - Invention Agreement - Matthew
    Charles;

	 	vii 	
      Employment IP - Invention Agreement - Rick Pauls;
    and




	 	(c) 	
      List of Intellectual Property
Counsel.




	9. 	
      Employees




	 	(a) 	
      List of Sanomune Employees;

	 	(b) 	
      Sanomune Stock Option Plan;

	 	(c) 	
      Eric Johnstone CDA;

	 	(d) 	
      Kerrie Hayes CDA;

	 	(e) 	
      Mark Williams CDA;

	 	(f) 	
      Matthew Sheedy Option Agreement;

	 	(g) 	
      Matthew Sheedy CDA;

	 	(h) 	
      Matthew Charles CDA;

	 	(i) 	
      Matthew Charles - Employment
Agreement;







- 4 - 

	 	(j) 	
      Matthew Charles - Option Agreement; and

	 	(k) 	
      Mark Williams - Option
Agreement.




	10. 	
      Officers and Directors




	 	(a) 	
      Schedule of Officers and Directors; and

	 	(b) 	
      details of interests in material
  agreements.




	11. 	
      Regulation of Pharmaceutical-Related
  Activities




	 	(a) 	
      Correspondence with Polish Regulatory
  Authorities:




	 	i 	SAN-AL-01_CEBEK_20080825_Application-letter;
  
	 	ii 	SAN-AL-01_CEBEK_20080825_CTA; 
	 	iii 	SAN-AL-01_CEC_20080825_Application-letter;
  
	 	iv 	SAN-AL-01_CEC_20080825_CTA; 
	 	v 	SAN-AL-01_submission_letter_to_EC_ENG; 
	 	vi 	SAN-AL-01_submission_letter_to_RA_ENG; 
	 	vii 	SAN-RA-02_CEBK_20080904_Application-letter;
  
	 	viii 	SAN-RA-02_CEBK_20080904_CTA; 
	 	ix 	SAN-RA-02_EC_Application_Letter_PL; 
	 	x 	SAN-RA-02_EC_Submission_Letter_ENG; 
	 	xi 	SAN-RA-02_RA_submission_letter_dated_04_SEP_2008_ENG;
  



	 	(b) 	
      Description of Clinical Trial Status; and

	 	(c) 	
      List of patents associated with the clinical
    trials.







SCHEDULE 3.5 
AUTHORIZATION 

Special resolution of the Sanomune Shareholders, which shall
include the consent of CentreStone LP. 




SCHEDULE 3.14 
MATERIAL CONTRACTS 

Management Services Agreement dated August 1, 2007 between
Sanomune Inc. and Genesys Venture Inc. 




SCHEDULE 3.15 
TITLE TO PROPERTY 

None. 




SCHEDULE 3.16 
SANOMUNE TANGIBLE PROPERTY 

None. 




SCHEDULE 3.16 
SANOMUNE INTANGIBLE PROPERTY


PATENTS 


	Patent/Publication No. 	Title 	Filing Date 	Application No. 	Country 
	7,195,759 	Therapeutic Uses of Glandular Kallikrein (RA)
    	2002-06-06 	10/162,697 	United States 
	2007-0224209 	Therapeutic Uses of Glandular Kalllikrein
      (composition of klk1 and antigen) 	2002-06-06 	11/705,284 	United States 
	2009-0162342 	Therapeutic Uses of Glandular Kalllikrein (MS
      CIP) 	2008-10-05 	12/251,736 	United States 
	2349748 	Therapeutic Uses of Glandular Kallikrein (all
      indications) 	2001-06-06 	2349748 	Canada 
	  	  	  	  	  
	n/a - provisional 	Tissue Kallikrein for the Treatment of
      Alzheimer’s Disease 	2007-07-20 	60/950,960 	United States 
	n/a - provisional 	Tissue Kallikrein for the Treatment of
      Alzheimer’s Disease 	2008-01-25 	61/023,505 	United States 
	n/a – provisional 	Tissue Kallikrein for the Treatment of Diseases
      Associated with Amyloid Protein 	2008-05-27 	61/056,411 	United States 
	n/a – provisional 	Tissue Kallikrein for the Treatment of Diseases
      Associated with Amyloid Protein 	2008-06-13 	61/061,322 	United States 
	WO 2009012571 	Tissue Kallikrein for the Treatment of Diseases
      Associated with Amyloid Protein 	2008-07-18 	PCT/CA2008/0 01327 	PCT 
	  	  	  	  	  
	n/a - provisional 	Methods for Treating Stroke and Improving
      Post-Stroke Recovery 	2009-01-13 	61/144,235 	United States 
	  	  	  	  	  
	n/a - provisional 	Tissue Kallikrein for the Treatment of
      Schizophrenia and Bipolar Disorder 	2009-04-21 	61/171,189 	United States 
	  	  	  	  	  
	n/a- provisional 	Tissue Kallikrein for the Treatment of Parkinson’s Disease 	2008-07-25 	61/083,650 	United States 







- 2 - 


	Patent/Publication No. 	Title 	Filing Date 	Application No. 	Country 
		Tissue Kallikrein for the Treatment of
      Parkinson’s Disease 	2009-07-25 	PCT/CA2009/ 	PCT 
	n/a provisional 	Use of kallikrein to treat Huntington’s disease
    	2009-04-22 	61/171,579 	United States 
	  	  	  	  	  
	n/a provisional 	Methods of Treating Amyotrophic Lateral
      Sclerosis and Pharmaceutical Formulations therefore 	2009-04-23 	61/172,000 	United States 



AGREEMENTS 

Exclusive licence agreement dated October 1, 2005 (“Licence
Agreement”), between Sanomune and the University of Manitoba (“UofM”)
for the technical information, know-how, processes, compositions, devices,
methods, formulas, protocols, techniques, software, designs, drawings, or data
created by the inventors at the UofM before the effective date of the Licence
Agreement and relating to therapeutic uses of glandular kallikrein in humans
which are not covered by patent rights, but which are necessary for practicing
the patent rights and related patents. 




SCHEDULE 4.5 
RESIDENCE (SANOMUNE SHAREHOLDERS)


Each of the Sanomune Shareholders whose name appears in Section
4.5(c) of the Share Exchange Agreement hereby further agrees and covenants with
DiaMedica as follows: 

	(a) 	
      The Sanomune Shareholder shall deliver to DiaMedica on or
      before Closing a clearance certificate under section 116 of the Income
      Tax Act (the “Tax Clearance Certificate”) having a certificate
      limit (the “Minimum Certificate Limit”) at least equal to (i)
      Market Price of DiaMedica Share on the last trading day immediately prior
      to Closing, multiplied by (ii) the number of DiaMedica Shares to be
      received by the Sanomune Shareholder on Closing pursuant Section 2.3(c)
      (the “Payment Shares”). Following such delivery, DiaMedica and the
      Sanomune Shareholder shall, on Closing, enter into the escrow agreement
      contemplated by Section 7.2(k) of the Share Exchange Agreement, and
      DiaMedica shall thereafter deliver to the escrow agent under such
      agreement the certificate(s) representing the Payment Shares

	 	 
	(b) 	
      If a Tax Clearance Certificate is not delivered to
      DiaMedica on or prior to the Closing, DiaMedica shall withhold from the
      Sanomune Shareholder and retain on Closing, as agent for and on behalf of
      the Sanomune Shareholder, all of the Payment Shares. The Payment Shares
      will be held by DiaMedica and released on the terms set out in this
      Schedule 4.5.

	 	 
	(c) 	
      If, on or before the 28th day of the month following the
      calendar month in which Closing occurs, DiaMedica receives a Tax Clearance
      Certificate from the Sanomune Shareholder with a certificate limit at
      least equal to the Minimum Certificate Limit, DiaMedica and the Sanomune
      Shareholder shall promptly enter into the escrow agreement contemplated by
      Section 7.2(k) of the Share Exchange Agreement, and DiaMedica shall
      thereafter deliver to the escrow agent under such agreement the
      certificate(s) representing the Payment Shares.

	 	 
	(d) 	
      If, by the 28th day of the month following the calendar
      month in which the Closing occurs (the

	 	 
		
      “Tax Remittance Date”),
  DiaMedica:




	 	(i) 	
      has not received a Tax Clearance Certificate from the
      Sanomune Shareholder, or

	 	 	 
	 	(ii) 	
      has received a Tax Clearance Certificate from the
      Sanomune Shareholder with a certificate limit which is less than the
      Minimum Certificate Limit,




		
      then, unless the Canada Revenue Agency (the “CRA”)
      has issued a letter (a “Tax Comfort Letter”) confirming that it
      will not enforce the remittance of funds by DiaMedica as is normally
      required under subsection 116(5) of the Income Tax Act and that
      DiaMedica will not be charged interest or penalties if it delays the
      remittance of amounts in respect of its acquisition of the Sanomune
      Shareholder’s Sanomune Shares until further instructed by the CRA,
      DiaMedica shall remit to the appropriate tax authority an amount equal to
      25% of the Minimum Certificate Limit (or, if a Tax Clearance Certificate
      is received by DiaMedica but with a certificate limit less than the
      Minimum Certificate Limit, the relevant portion of such mount) or such
      other amount as may be directed by such tax authority (the “Tax
      Remittance Amount”), and the Sanomune Shareholder shall forthwith
      reimburse DiaMedica for the full amount of such remittance, plus any
      reasonable fees and out-of-pocket expenses incurred by DiaMedica in
      connection therewith.

	 	 
	(e) 	
      If the CRA provides a Tax Comfort Letter, DiaMedica need
      not remit the Tax Remittance Amount to the relevant tax authority on the
      date that would otherwise be the Tax Remittance Date. If a Tax Clearance
      Certificate with a certificate limit at least equal to the
  Minimum Certificate Limit is received while the Tax Comfort
      Letter remains in effect, DiaMedica and the Sanomune Shareholder shall
      promptly enter into the escrow agreement contemplated by Section 7.2(k) of
      the Share Exchange Agreement, and DiaMedica shall thereafter deliver to
      the escrow agent under such agreement the certificate(s) representing the
      Payment Shares.







2 

	(f) 	
      If the CRA notifies either of DiaMedica or the Sanomune
      Shareholder that the Tax Comfort Letter is no longer in effect or if the
      Tax Comfort Letter expires on its own terms, the date of notification or
      expiration, as the case may be, is deemed to be the Tax Remittance Date
      for the purposes of this Schedule 4.5.

	 	 
	(g) 	
      If the Sanomune Shareholder has not reimbursed DiaMedica
      as provided in for paragraph (d) within 30 days of the Remittance Date,
      DiaMedica shall have the right, as agent and on behalf of the Sanomune
      Shareholder, to sell, transfer, dispose of or otherwise deal with the
      Payment Shares to the extent required to satisfy the amount(s) owing to
      DiaMedica by the Sanomune Shareholder (including by having the proceeds
      received from any sale or disposition of the Payment Shares paid to
      DiaMedica), and the Sanomune Shareholder hereby irrevocably appoints
      DiaMedica as his, her or its agent and attorney to do or cause to be done
      all such acts and things as may be necessary or desirable (including the
      execution and any delivery of any documents on his, her or its behalf) in
      connection therewith. The Sanomune Shareholder will be entitled to have
      credited against the amount(s) owing to DiaMedica the actual proceeds of
      any such sale of or dealing with the Payment Shares when such proceeds are
      received by DiaMedica.







SCHEDULE 5.26 
INSURANCE (DIAMEDICA) 

Great American Insurance Company Policy No. CDO5916363
effective May 23, 2007 to May 23, 2008. 

Great American Insurance Company Policy No. CDO5916363
effective May 23, 2008 to May 23, 2009. 

Great American Insurance Company Policy No. CDO5916363
effective May 23, 2009 to May 23, 2010. 




SCHEDULE 7.2(I) 
DEFEROXAMINE ASSETS 

PATENTS 


	Patent/Publication No. 	Title 	Filing Date 	Application No. 	Country 
	7,618,615 	Methods for Providing Neuroprotection for the
      Animal Central Nervous Systems Against the Effects of Ischemia,
      Neurodegeneration Trauma and Metal Poisoning 	2005-08-08 	11/200,898 	United States 
US2006/0039995 
		Methods for Providing Neuroprotection for the
      Animal Central Nervous Systems Against the Effects of Ischemia,
      Neurodegeneration Trauma and Metal Poisoning 	2005-08-11 	2576049 	Canada 
		Methods for Providing Neuroprotection for the
      Animal Central Nervous Systems Against the Effects of Ischemia,
      Neurodegeneration Trauma and Metal Poisoning 	2005-08-11 	200500078492 2 	Europe 
EP1789077 
	  	  	  	  	  
		Methods and Pharmaceutical Compositions for
      Differentially Altering Gene Expression to Provide Neuroprotection for the
      Animal Central Nervous System Against the Effects of Ischemia,
      Neurodegeneration, Trauma and Metal Poisoning 	13-Oct-06 	11/580,366 	United States 
US2007/092500




 




2 

AGREEMENTS 

Exclusive licence agreement dated October 22, 2008 between the
Sanomune and HealthPartners Research Foundation for the patents specified above,
any converted provisional, continued prosecution application, substitution,
divisional, continuation, reexamination application and Continuation-in-Part,
any foreign patent application corresponding thereto, each patent
(including inventor’s certificates) that issues or reissues from any of these
patent applications, and for clarity, includes the full term of any such patent
together with the benefit of any patent term restoration, supplemental
protection certificate or other extension of the patent terms as may be
available, and any improvements.