Execution Version


PURCHASE AGREEMENT


 


PURCHASE AGREEMENT
(the “Agreement”), dated as of March 7, 2014, by and between AMARANTUS BIOSCIENCE HOLDINGS, INC., a Nevada
corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company
(the “Investor”).


 


WHEREAS: 


 


Subject to the terms
and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation
to buy from the Company, up to Twenty Million Dollars ($20,000,000) of the Company's common stock, par value $0.001 per share (the
"Common Stock"). The shares of Common Stock to be purchased hereunder (including, without limitation, the Initial
Purchase Shares (as defined herein)) are referred to herein as the "Purchase Shares."


 


NOW THEREFORE,
in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


1.CERTAIN DEFINITIONS.



 


For purposes of this
Agreement, the following terms shall have the following meanings:


 


(a)“Accelerated Purchase
Share Amount” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the number
of Purchase Shares directed by the Company to be purchased by the Investor on an Accelerated Purchase Notice, which number of Purchase
Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares to be purchased by the Investor pursuant to the
corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in Section 2(b) hereof (subject
to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) the Accelerated Purchase Share Percentage multiplied
by the trading volume of the Common Stock on the Principal Market during normal trading hours on the Accelerated Purchase Date.


 


(b)“Accelerated
Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business
Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section
2(b) hereof.


 


(c)“Accelerated
Purchase Notice” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable
written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on
the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.


 


(d)“Accelerated
Purchase Share Percentage” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof,
0.30.


 


(e)“Accelerated
Purchase Price” means, with respect to any particular Accelerated Purchase made pursuant to Section 2(b) hereof, the
lower of (i) ninety-four percent (94%) of the VWAP during (A) the entire trading day on the Accelerated Purchase Date, if the volume
of shares of Common Stock traded on the Principal Market on the Accelerated Purchase Date has not exceeded the Accelerated Purchase
Share Volume Maximum, or (B) the portion of the trading day of the Accelerated Purchase Date (calculated starting at the beginning
of normal trading hours) until such time at which the volume of shares of Common Stock traded on the Principal Market has exceeded
the Accelerated Purchase Share Volume Maximum or (ii) the Closing Sale Price on the Accelerated Purchase Date (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 






    	 



    	 



    

 


(f)“Accelerated
Purchase Share Volume Maximum” means the number of shares of Common Stock traded on the Principal Market during normal
trading hours on the Accelerated Purchase Date equal to (i) the amount of shares of Common Stock properly directed by the Company
to be purchased on the Accelerated Purchase Notice, divided by (ii) the Accelerated Purchase Share Percentage (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(g)  “Available Amount”
means, initially, Twenty Million Dollars ($20,000,000) in the aggregate, which amount shall be reduced by (i) the Initial Purchase
Amount upon the purchase of the Initial Purchase Shares by the Investor on the date hereof pursuant to Section 2(a) hereof
and (ii) the Purchase Amount each time the Investor purchases shares of Common Stock (other than the Initial Purchase Shares) pursuant
to Section 2 hereof.


 


(h)“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


(i)“Business
Day” means any day on which the Principal Market is open for trading, including any day on which the Principal Market
is open for trading for a period of time less than the customary time.


 


(j)“Closing
Sale Price” means, for any security as of any date, the last closing sale price for such security on the Principal Market
as reported by the Principal Market.


 


(k)“Confidential Information”
means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection
of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which is designated as
"Confidential," "Proprietary" or some similar designation. Information communicated orally shall be considered
Confidential Information if such information is confirmed in writing as being Confidential Information within ten (10) Business
Days after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third
parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available
in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available
after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is
already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s
files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without
a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without
use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence
in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the
receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in
obtaining an order protecting the information from public disclosure.


 


(l)“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 






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(m)“DTC”
means The Depository Trust Company, or any successor performing substantially the same function.


 


(n)“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar
program hereafter adopted by DTC performing substantially the same function.


 


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


 


(p)“Material
Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the
results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than
any material adverse effect that resulted exclusively from (A) any change in the United States or foreign economies or securities
or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole,
(B) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a
disproportionate effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes,
hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities,
acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor,
its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the
effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its
Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation
of the transactions contemplated by this Agreement, or (iii) the Company’s ability to perform in any material respect
on a timely basis its obligations under any Transaction Document to be performed as of the date of determination.


 


(q)“Maturity
Date” means the first day of the month immediately following the thirty (30) month anniversary of the Commencement Date.


 


(r)“PEA
Period” means the period commencing at 9:30 a.m., Eastern time, on the twentieth (20th) Business Day immediately
prior to the filing of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement
(as such term is defined in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on the Business Day immediately
following, the effective date of any post-effective amendment to the Registration Statement (as defined herein) or New Registration
Statement (as such term is defined in the Registration Rights Agreement).


 


(s)“Person”
means an individual or entity including but not limited to any limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization and a government or any department or agency thereof.


 


(t)“Principal
Market” means the OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor thereto); provided,
however, that in the event the Company’s Common Stock is ever listed or traded on The NASDAQ Capital Market, The NASDAQ Global
Market, The NASDAQ Global Select Market, the New York Stock Exchange, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board, or the
OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal
Market” shall mean such other market or exchange on which the Company’s Common Stock is then listed or traded.


 






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(u)“Purchase
Amount” means, with respect to any Regular Purchase or any Accelerated Purchase made hereunder, the portion of the Available
Amount to be purchased by the Investor pursuant to Section 2 hereof.


 


(v)“Purchase
Date” means, with respect to any Regular Purchase made pursuant to Section 2(a) hereof, the Business Day on which
the Investor receives by 5:00 p.m., Eastern time, of such Business Day a valid Regular Purchase Notice that the Investor is to
buy Purchase Shares pursuant to Section 2(a) hereof.


 


(w)“Purchase
Price” means, with respect to any Regular Purchase made pursuant to Section 2(a) hereof, the lower of: (i) the
lowest Sale Price on the applicable Purchase Date and (ii) the arithmetic average of the three (3) lowest Closing Sale Prices for
the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding such Purchase Date
(in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar
transaction that occurs on or after the date of this Agreement).


 


(x)“Regular
Purchase Notice” means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written
notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable
Purchase Price as specified by the Company therein on the Purchase Date.


 


(y)“Sale
Price” means any trade price for the shares of Common Stock on the Principal Market as reported by the Principal Market.


 


(z)“SEC”
means the U.S. Securities and Exchange Commission.


 


(aa)“Securities”
means, collectively, the Purchase Shares and the Commitment Shares.


 


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


 


(cc)“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated
under the Securities Act.


 


(dd)“Transaction
Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration Rights Agreement
and the schedules and exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into
or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.


 


(ee) “Transfer Agent”
means VStock Transfer, LLC, or such other Person who is then serving as the transfer agent for the Company in respect of the Common
Stock.


 


(ff)“VWAP”
means in respect of an applicable Accelerated Purchase Date, the volume weighted average price of the Common Stock on the Principal
Market, as reported on the Principal Market.


 






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2. PURCHASE OF COMMON STOCK. 


 


Subject to the terms
and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation
to purchase from the Company, Purchase Shares as follows:


 


(a)Commencement of Regular Sales
of Common Stock. On the date of this Agreement, upon the satisfaction of the conditions set forth in Sections 7(I) and
8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 4,000,000 Purchase Shares (such initial
Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $400,000 (the “Initial
Purchase Amount”). Upon the satisfaction of the conditions set forth in Sections 7(II) and 8(II) hereof
(the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”)
and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Regular Purchase Notice from time to time, to purchase up to One Million (1,000,000) Purchase Shares (each such purchase a
“Regular Purchase”), at the Purchase Price on the Purchase Date; provided, however, that (i) the
Regular Purchase may be increased to up to One Million Five Hundred Thousand (1,500,000) Purchase Shares, provided that the Closing
Sale Price of the Common Stock is not below $0.10 on the Purchase Date, (ii) the Regular Purchase may be increased to up to Two
Million (2,000,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.15 on the Purchase
Date, and (iii) the Regular Purchase may be increased to up to Two Million Five Hundred Thousand (2,500,000) Purchase Shares, provided
that the Closing Sale Price of the Common Stock is not below $0.20 on the Purchase Date (all of which share and dollar amounts
shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction);
provided, further, however, that the Investor’s committed obligation under any single Regular Purchase
shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount
in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab
initio to the extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds
the number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the
Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided
that the Investor shall remain obligated to purchase the number of Purchase Shares which the Company is permitted to include in
such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor so long as at least one
(1) Business Day has passed since the most recent Regular Purchase was completed. Notwithstanding the foregoing, the Company shall
not deliver any Regular Purchase Notices during the PEA Period.


 


(b)Accelerated Purchases.
Subject to the terms and conditions of this Agreement, in addition to purchases of Purchase Shares as described in Section 2(a)
above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s delivery to
the Investor of an Accelerated Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy
Purchase Shares at the Accelerated Purchase Price on the Accelerated Purchase Date in an amount equal to the Accelerated Purchase
Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase
Notice to the Investor only on a Purchase Date on which the Company also properly submitted a Regular Purchase Notice for a Regular
Purchase and the Closing Sale Price is not below $0.08 (to be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated
Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated
Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in
such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such
Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)),
and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice;
provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted
to include in such Accelerated Purchase Notice. Upon completion of each Accelerated Purchase Date, the Accelerated Purchase Share
Amount and the applicable Accelerated Purchase Price shall be set forth on a confirmation of the Accelerated Purchase to be provided
to the Company by the Investor (an “Accelerated Purchase Confirmation”).


 






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(c) Payment for Purchase Shares.
For each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Regular
Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that
the Investor receives such Purchase Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time,
or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next Business Day. For each Accelerated
Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase
as full payment for such Purchase Shares via wire transfer of immediately available funds on the third Business Day following the
date that the Investor receives such Purchase Shares. If the Company or the Transfer Agent shall fail for any reason or for no
reason to electronically transfer any Purchase Shares as DWAC Shares in respect of a Regular Purchase or Accelerated Purchase (as
applicable) within three (3) Business Days following the receipt by the Company of the Purchase Price or Accelerated Purchase Price,
respectively, therefor in compliance with this Section 2(c), and if on or after such Business Day the Investor purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such
Purchase Shares that the Investor anticipated receiving from the Company in respect of such Regular Purchase or Accelerated Purchase
(as applicable), then the Company shall, within three (3) Business Days after the Investor’s request, either (i) pay cash
to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver
such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Purchase
Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total
Purchase Price for such Regular Purchase plus the total Accelerated Purchase Price for such Accelerated Purchase (as applicable).
The Company shall not issue any fraction of a share of Common Stock upon any Regular Purchase or Accelerated Purchase. If the issuance
would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common
Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United
States of America or wire transfer of immediately available funds to such account as the Company may from time to time designate
by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of
this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a
Business Day.


 


(d) Purchase Price Floor.
The Company and the Investor shall not effect any Regular Purchase under this Agreement on any Purchase Date that the Closing Sale
Price is less than the Floor Price. "Floor Price" means $0.04, which shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such
reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Floor Price shall mean the lower
of (i) the adjusted price and (ii) $1.00. 


 


(e)Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue
or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when
aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor
and its affiliates of more than 9.99% of the then issued and outstanding shares of Common Stock (the “Beneficial
Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall promptly (but not later than
24 hours) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding. The Investor and
the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s
written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof
hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.


 






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3.INVESTOR'S
REPRESENTATIONS AND WARRANTIES.


 


The Investor represents
and warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a)Investment
Purpose.  The Investor is acquiring the Securities as principal for its own account and not with a view to or for distributing
or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has
no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution
of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting the Investor’s right to sell the Securities at any time pursuant to the Registration Statement described herein
or otherwise in compliance with applicable federal and state securities laws).  The Investor is acquiring the Securities
hereunder in the ordinary course of its business.


 


(b)Accredited Investor Status.
The Investor is an "accredited investor" as that term is defined in Rule 501(a)(3) of Regulation D promulgated under
the Securities Act.


 


(c)Reliance
on Exemptions. The Investor understands that the Securities may be offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and the Investor's compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of
the Investor to acquire the Securities.


 


(d)Information.
The Investor understands that its investment in the Securities involves a high degree of risk. The Investor (i) is able to bear
the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Securities
and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Company concerning the financial
condition and business of the Company and others matters related to an investment in the Securities. Neither such inquiries nor
any other due diligence investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor's
right to rely on the Company's representations and warranties contained in Section 4 below. The Investor has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of
the Securities.


 






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(e)No Governmental
Review. The Investor understands that no U.S. federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securities
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(f)Transfer
or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless
(A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred
without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the
terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller
(or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act)
may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.


 


(g)Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a
valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability
to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.


 


(h)Residency.
The Investor is a resident of the State of Illinois.


 


(i)No Short
Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of
the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) "short sale" (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock
or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.


 


4.REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to the Investor that as of the date hereof and as of the Commencement Date:


 


(a)Organization
and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate
power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither
the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents.  Each of the Company and its Subsidiaries is duly
qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the
nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect
and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification. The Company has no Subsidiaries except as set forth in the SEC Documents.


 


(b)Authorization;
Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the terms hereof
and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section
5(e)) and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly
authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of
Directors or its stockholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement
Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon
its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”)
substantially in the form as set forth as Exhibit C attached hereto to authorize this Agreement and the transactions contemplated
hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect.
The Company has delivered to the Investor a true and correct copy of a unanimous written consent adopting the Signing Resolutions
executed by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals
or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under
applicable laws and the Company’s Articles of Incorporation and/or Bylaws to authorize the execution and delivery of this
Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares
and the issuance of the Purchase Shares.


 






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(c)Capitalization.
As of the date hereof, the authorized capital stock of the Company is set forth in Schedule 4(c) hereof. Except as disclosed
in the SEC Documents (as defined below), (i) no shares of the Company's capital stock are subject to preemptive rights or any other
similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities,
(iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or
contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to
issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of
its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except the Registration
Rights Agreement), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are
no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities
as described in this Agreement and (vii) the Company does not have any stock appreciation rights or "phantom stock" plans
or agreements or any similar plan or agreement. The Company has furnished to the Investor true and correct copies of the Company's
Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and
the Company's Bylaws, as amended and as in effect on the date hereof (the "Bylaws"), and summaries of the terms
of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material
rights of the holders thereof in respect thereto.


 






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(d)Issuance
of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase
Shares (including, without limitation, the Initial Purchase Shares) shall be validly issued, fully paid and nonassessable and free
from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof,
with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance in accordance with the terms
and conditions of this Agreement, the Commitment Shares (as defined below in Section 5(e)) shall be validly issued, fully
paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with
respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 90,000,000 shares
of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 3,500,000
shares of Common Stock have been duly authorized and reserved for issuance as Additional Commitment Shares (as defined below in
Section 5(e)) in accordance with this Agreement.


 


(e)No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase
Shares and the Commitment Shares) will not (i) result in a violation of the Articles of Incorporation, any Certificate of Designations,
Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of
its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any
of its Subsidiaries) or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in
the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which
could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiaries is in violation
of any term of or in default under its Articles of Incorporation, any Certificate of Designation, Preferences and Rights of any
outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither
the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company
or its Subsidiaries, except for possible conflicts, defaults, terminations or amendments that could not reasonably be expected
to have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted,
in violation of any law, ordinance, regulation of any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as specifically
contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations
of the Principal Market, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform
any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except
as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is
required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Since
one year prior to the date hereof, the Company has not received nor delivered any notices or correspondence from or to the Principal
Market. The Principal Market has not commenced any delisting proceedings against the Company.


 






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(f)SEC Documents;
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred
to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing
and has filed any such SEC Documents prior to the expiration of any such extension.  As of their respective dates, the
SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.
None of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The financial statements of the Company included in the SEC Documents comply in all material respects with
applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such
financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a
consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for
the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. Except as set forth in the SEC Documents, the Company has received no notices
or correspondence from the SEC for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings
against the Company or any of its Subsidiaries.


 


(g)Absence of
Certain Changes. Except as disclosed in the SEC Documents, since December 31, 2012, there has been no material adverse change
in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries. The Company
has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor
does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as they
become due.


 


(h)Absence of
Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company
or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company's or its Subsidiaries'
officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.


 


(i)Acknowledgment
Regarding Investor's Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm's
length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further
acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor
or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and
thereby is merely incidental to the Investor's purchase of the Securities. The Company further represents to the Investor that
the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company
and its representatives and advisors.


 


(j)No General
Solicitation; No Integrated Offering. Neither the Company, nor any of its affiliates, nor any Person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Securities. Neither the Company, nor or any of its affiliates, nor any Person
acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any
security, under circumstances that would require registration of the offer and sale of any of the Securities under the Securities
Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to be integrated with
prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market
on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities hereunder does
not contravene the rules and regulations of the Principal Market.


 






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(k)Intellectual
Property Rights. Except as disclosed in the SEC Documents, the Company and its Subsidiaries own or possess adequate rights
or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct
their respective businesses as now conducted. None of the Company's material trademarks, trade names, service marks, service mark
registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade
secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof, could expire
or terminate within two years from the date of this Agreement. Except as disclosed in the SEC Documents, the Company and its Subsidiaries
do not have any knowledge of any infringement by the Company or its Subsidiaries of any material trademark, trade name rights,
patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret
or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by
others, and there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened
against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license,
service names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected
to have a Material Adverse Effect.


 


(l)Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local
laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance
with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the
failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(m)Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable
title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case
free and clear of all liens, encumbrances and defects (“Liens”) and, except for Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor
subject to penalties.  Any real property and facilities held under lease by the Company and its Subsidiaries are held
by them under valid, subsisting and enforceable leases with which the Company and its Subsidiaries are in compliance with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by
the Company and its Subsidiaries.


 






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(n)Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its Subsidiaries, taken as a whole.


 


(o)Regulatory
Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor
any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authorization or permit.


 


(p)Tax Status.
The Company and each of its Subsidiaries has made or filed all federal and state income and all other material tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of
its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company know of no basis for any such claim.


 


(q)Transactions
With Affiliates.  Except as set forth in the SEC Documents,
none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is
presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or,
to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting
fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company.


 


(r)Application
of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date all
necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation or the
laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated
by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the
Securities.


 






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(s) Disclosure.  Except
with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely
publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided
the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public
information which is not otherwise disclosed in the Registration Statement or the SEC Documents.   The Company understands
and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the
Company.  All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business
and the transactions contemplated hereby, including the disclosure schedules to this Agreement, is true and correct and does not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company
during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made and when made, not misleading.  The Company acknowledges and agrees that
the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 3 hereof.


 


(t)Foreign
Corrupt Practices.  Neither the Company, nor to the knowledge
of the Company, any agent or other Person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any Person acting on its
behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the
Foreign Corrupt Practices Act of 1977, as amended.


 


(u)DTC Eligibility. The
Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the
Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.


 


(v)Sarbanes-Oxley.
The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it as of
the date hereof, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.


 


(w)Certain Fees.
Except as disclosed on Schedule 4(w), no brokerage or finder’s fees or commissions are or will be payable by the Company
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to
the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 4(w), the Investor shall have
no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated
in this Section 4(w) that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(x)Investment
Company. The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


(y)Listing and
Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received any notice from
any Person to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market.
The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all
such listing and maintenance requirements.


 






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(z)Accountants.
The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an
independent registered public accounting firm as required by the Securities Act.


 


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


 


(bb)Shell Company
Status. The Company is not currently, and since May 25, 2011 has not been, an issuer identified in Rule 144(i)(1) under the
Securities Act.


 


(cc)No Disqualification
Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer
of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company's outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under
the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event.


 


5.COVENANTS.


 


(a)Filing of
Current Report and Registration Statement. The Company agrees that it shall, within the time required under the Exchange Act,
file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions
of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within ten (10)
calendar days from the date the Company files with the SEC its annual report on Form 10-K for the fiscal year ended December 31,
2013, a new registration statement (the “Registration Statement”) covering only the resale of the Purchase Shares
(including, without limitation, all of the Initial Purchase Shares) and the Commitment Shares in accordance with the terms of the
Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights
Agreement”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the
Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to
all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the
Current Report within one (1) Business Day from the date the Investor receives it from the Company.


 


(b)Blue Sky.
The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to register or
qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and
(ii) any subsequent resale of all Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities
or “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the Investor from
time to time, and shall provide evidence of any such action so taken to the Investor.


 






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(c)Listing/DTC.
The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor
hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or
automated quotation system, if any, upon which the Common Stock is then listed, and shall maintain, so long as any shares of Common
Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company shall maintain
the listing of the Common Stock on the Principal Market and shall comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules and regulations of the Principal Market. Neither the Company nor any of its Subsidiaries
shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal
Market. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any
notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company
shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.


 


(d)Prohibition
of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the
date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall
not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined
in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short
position with respect to the Common Stock.


 


(e)Issuance
of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall
cause to be issued to the Investor a total of 9,500,000 shares of Common Stock (collectively, the “Commitment Shares”)
at such times and in the manner set forth in this Section 5(e). Immediately upon the execution of this Agreement, the Company
shall cause to be issued to the Investor 6,000,000 shares of Common Stock (the “Initial Commitment Shares”)
and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial
Commitment Shares and the Initial Purchase Shares. The Company shall cause to be issued to the Investor 3,500,000 shares of Common
Stock (the “Additional Commitment Shares”), as follows: in connection with each purchase of Purchase Shares
hereunder, the Company shall issue to the Investor a number of shares of Common Stock equal to the product of (x) 3,500,000 and
(y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which
is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares, excluding the Initial Purchase
Shares, and the denominator of which is Nineteen Million Six Hundred Thousand Dollars ($19,600,000). The Additional Commitment
Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether
or not the Commencement shall occur or any Purchase Shares (other than the Initial Purchase Shares) are purchased by the Investor
under this Agreement and irrespective of any subsequent termination of this Agreement and (2) all of the Additional Commitment
Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, whether or not any Purchase Shares (other
than the Initial Purchase Shares) are purchased by the Investor under this Agreement and irrespective of any subsequent termination
of this Agreement.


 






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(f)Due Diligence;
Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably deem appropriate,
to perform reasonable due diligence on the Company during normal business hours. The Company and its officers and employees shall
provide information and reasonably cooperate with the Investor in connection with any reasonable request by the Investor related
to the Investor's due diligence of the Company. Each party hereto agrees not to disclose any Confidential Information of the other
party to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance
of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property
of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information
disclosed by the other party. The Company confirms that neither it nor any other Person acting on its behalf shall provide the
Investor or its agents or counsel with any information that constitutes or might constitute material, non-public information, unless
a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of
a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith
judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, the Investor
shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material,
non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the
Company that it believes it has received information that constitutes material, non-public information, the Company shall have
at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and
the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor
shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees,
stockholders or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying on the
foregoing covenants in effecting transactions in securities of the Company.


 


(g) Purchase Records. The
Investor and the Company shall each maintain records showing the remaining Available Amount at any given time and the dates and
Purchase Amounts for each Regular Purchase and Accelerated Purchase or shall use such other method, reasonably satisfactory to
the Investor and the Company.


 


(h)
Taxes.  The
Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of
any shares of Common Stock to the Investor made under this Agreement. 


 


(i)Use of Proceeds.
The Company will use the net proceeds from the offering as described in the Registration Statement or the SEC Documents.


 


(j)Other Transactions.
The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in
or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to
perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver
the Purchase Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.


 


(k)Integration.
From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its
reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales
of any security or solicit any offers to buy any security, under circumstances that would require registration of the offer and
sale of any of the Securities under the Securities Act.


 






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6.TRANSFER AGENT
INSTRUCTIONS.


 


(a)              
 On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially
in the form attached hereto as Exhibit E to issue the Initial Purchase Shares and the Initial Commitment Shares in
accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s)
representing the Initial Purchase Shares and the Commitment Shares, except as set forth below, shall bear the following restrictive
legend (the “Restrictive Legend”):


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL,
IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


(b)             
On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions
of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the
Investor to the Company or the Transfer Agent of one or more legended certificates representing the Initial Purchase Shares and/or
Initial Commitment Shares (which certificates the Investor shall promptly deliver on or prior to the first to occur of the events
described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and
delivered) to the Investor, as requested by the Investor, either: (A) a certificate representing such Initial Purchase Shares and/or
Initial Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to
the number of Initial Purchase Shares and/or Commitment Shares represented by the certificate(s) so delivered by the Investor as
DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding
sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or
necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement
Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form
substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable
Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached
as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”),
in each case to issue the Initial Purchase Shares, the Initial Commitment Shares, the Additional Commitment Shares and the Purchase
Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares and Additional
Commitment Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall
be issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this Agreement is effective, no
instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration
Statement referred to in this Section 6(b) will be given by the Company to the Transfer Agent with respect to the Initial
Purchase Shares, the Initial Commitment Shares, the Additional Commitment Shares or the Purchase Shares from and after Commencement,
and the Initial Purchase Shares, the Initial Commitment Shares, the Additional Commitment Shares and the Purchase Shares covered
by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company agrees
that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the
Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such
shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) purchase price paid for such
shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s
written instruction. Notwithstanding anything herein to the contrary, the Investor understands and acknowledges that in light of
the fact that the Company was formerly an issuer identified in Rule 144(i)(1) under the Securities Act, if the Registration Statement
is not then effective or otherwise available to the Investor for the sale of the Initial Purchase Shares and the Initial Commitment
Shares, the Company may only honor requests to remove restrictive legends from certificates representing Initial Purchase Shares
and/or Initial Commitment Shares only in connection with a sale by the Investor of such shares.


 






    	-18-



    	 



    

 


7. CONDITIONS TO THE COMPANY'S
RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK.


 


I.The right of
the Company hereunder to sell the Initial Purchase Shares on the date of this Agreement is subject to the satisfaction of each
of the following conditions:


 


(a) The Investor
shall have executed each of the Transaction Documents and delivered the same to the Company; and


 


(b) The representations
and warranties of the Investor shall be true and correct in all material respects as of the date hereof.


 


II. The right of
the Company hereunder to commence sales of the Purchase Shares (other than the Initial Purchase Shares) on the Commencement Date
is subject to the satisfaction of each of the following conditions:


 


(a) The Investor
shall have executed each of the Transaction Documents and delivered the same to the Company;


 


(b) The Registration
Statement covering the resale of the Commitment Shares and the Purchase Shares (including, without limitation, all of the Initial
Purchase Shares and Initial Commitment Shares) shall have been declared effective under the Securities Act by the SEC, and no stop
order with respect to the Registration Statement shall be pending or threatened by the SEC; and 


 


(c) The representations
and warranties of the Investor shall be true and correct in all material respects as of the date hereof and as of the Commencement
Date as though made at that time.


 


 8. CONDITIONS TO THE INVESTOR'S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.




 


I.The obligation
of the Investor to buy the Initial Purchase Shares under this Agreement is subject to the satisfaction of each of the following
conditions:


 






    	-19-



    	 



    

 


(a)The Company
shall have executed each of the Transaction Documents and delivered the same to the Investor;


 


(b) The
Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been within the
last 365 days suspended by the SEC or the Principal Market, and all Securities to be issued by the Company to the Investor
pursuant to this Agreement shall have been approved for listing or quotation on the Principal Market in accordance with the
applicable rules and regulations of the Principal Market, subject only to official notice of issuance;


 


(c) The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that
any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case,
such representations and warranties shall be true and correct without further qualification) as of the date hereof (except
for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the
Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the date hereof. The Investor
shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the date hereof, to the
foregoing effect in the form attached hereto as Exhibit B;


 


(d)The Board of
Directors of the Company shall have adopted resolutions in substantially the form attached hereto as Exhibit C which
shall be in full force and effect without any amendment or supplement thereto as of the date hereof;


 


(e)The Irrevocable
Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer
Agent (or any successor transfer agent);


 


(f)All federal,
state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction Documents
and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders
of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state
and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents
and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or
made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state securities
or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the
Principal Market or any state securities regulators;


 


(g)No statute,
regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by
any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation
of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and


 


(h)No action, suit
or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent jurisdiction
shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental authority
of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors or affiliates
of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material
damages in connection with such transactions.


 






    	-20-



    	 



    

 


II. The obligation
of the Investor to buy Purchase Shares (other than the Initial Purchase Shares) under this Agreement is subject to the satisfaction
of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied,
there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


 


(a)The Company
shall have executed each of the Transaction Documents and delivered the same to the Investor;


 


(b)The Company shall have issued
or caused to be issued to the Investor (i) one or more certificates representing the Initial Purchase Shares and the Initial Commitment
Shares (as applicable) free from all restrictive and other legends or (ii) a number of shares of Common Stock equal to the number
of Initial Purchase Shares and Initial Commitment Shares (as applicable) as DWAC Shares, in each case in accordance with Section
6(b);


 


(c)The Common Stock
shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended
by the SEC or the Principal Market, and all Securities to be issued by the Company to the Investor pursuant to this Agreement shall
have been approved for listing or quotation on the Principal Market in accordance with the applicable rules and regulations of
the Principal Market, subject only to official notice of issuance;


 


(d)The Investor
shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of
Exhibit A attached hereto;


 


(e)The representations
and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations
and warranties is already qualified as to materiality in Section 4 above, in which case, such representations and warranties shall
be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though made at that
time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date)
and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall have
received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing
effect in the form attached hereto as Exhibit B;


 


(f)The Board of
Directors of the Company shall have adopted resolutions in substantially the form attached hereto as Exhibit C which
shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;


 


(g)As of the Commencement
Date, the Company shall have reserved out of its authorized and unissued Common Stock, (i) solely for the purpose of effecting
purchases of Purchase Shares hereunder, 90,000,000 shares of Common Stock, and (ii) solely for the purpose of effecting the issuance
of Additional Commitment Shares hereunder, 3,500,000 shares of Common Stock;


 


(h)The Commencement
Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement each shall have been delivered
to and acknowledged in writing by the Company and the Company's Transfer Agent (or any successor transfer agent);


 


(i)The Company
shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in the State of
Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Days of the Commencement Date;


 






    	-21-



    	 



    

 


(j)The Company
shall have delivered to the Investor a certified copy of the Articles of Incorporation as certified by the Secretary of State of
the State of Nevada within ten (10) Business Days of the Commencement Date;


 


(k)The Company
shall have delivered to the Investor a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement
Date, in the form attached hereto as Exhibit D;


 


(l)The Registration
Statement covering the resale of the Commitment Shares and Purchase Shares (including, without limitation, all of the Initial
Purchase Shares) shall have been declared effective under the Securities Act by the SEC, and no stop order with respect to the
Registration Statement shall be pending or threatened by the SEC. The Company shall have prepared and filed with the SEC, not later
than one (1) Business Day after the effective date of the Registration Statement, a final and complete prospectus (the preliminary
form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy
thereof. Such prospectus shall be current and available for the resale by the Investor of all of the Securities covered thereby.
The Current Report shall have been filed with the SEC, as required pursuant to Section 5(a). All reports, schedules, registrations,
forms, statements, information and other documents required to have been filed by the Company with the SEC at or prior to the Commencement
Date pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods
prescribed for such filings under the Exchange Act;


 


(m)No Event of
Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;


 


(n)All federal,
state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction Documents
and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders
of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state
and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents
and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or
made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state securities
or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the
Principal Market or any state securities regulators;


 


(o)No statute,
regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by
any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation
of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and


 


(p)No action, suit
or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent jurisdiction
shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental authority
of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors or affiliates
of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material
damages in connection with such transactions.


 






    	-22-



    	 



    

 


 9. INDEMNIFICATION. 




 


In consideration of
the Investor's execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all
of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless
the Investor and all of its affiliates, stockholders, officers, directors, employees and direct or indirect investors and any of
the foregoing Person's agents or other representatives (including, without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes
of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of,
or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in
the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any
covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and
arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, other than, in the case of clause (c), with respect to Indemnified
Liabilities which directly and primarily result from the fraud, gross negligence or willful misconduct of an Indemnitee. The indemnity
in this Section 9 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Payment under this indemnification
shall be made within thirty (30) days from the date Investor makes written request for it. A certificate containing reasonable
detail as to the amount of such indemnification submitted to the Company by Investor shall be conclusive evidence, absent manifest
error, of the amount due from the Company to Investor. If any action shall be brought against any Indemnitee in respect of which
indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing, and the Company
shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any
Indemnitee shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof
has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate
counsel, a material conflict on any material issue between the position of the Company and the position of such Indemnitee, in
which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.


 






    	-23-



    	 



    

 


10.EVENTS OF
DEFAULT. 


 


An "Event of
Default" shall be deemed to have occurred at any time as any of the following events occurs:


 


(a)the effectiveness
of a registration statement registering the resale of the Securities lapses for any reason (including, without limitation, the
issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable
to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and such
lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30)
Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a registration statement
after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes
one registration statement with another registration statement, including (without limitation) by terminating a prior registration
statement when it is effectively replaced with a new registration statement covering Securities (provided in the case of this clause
(ii) that all of the Securities covered by the superseded (or terminated) registration statement that have not theretofore been
resold are included in the superseding (or new) registration statement);


 


(b)the suspension
of the Common Stock from trading on the Principal Market for a period of three (3) consecutive Business Days, provided that the
Company may not direct the Investor to purchase any shares of Common Stock during any such suspension;


 


(d) the
delisting of the Common Stock from the OTCQB operated by the OTC Markets Group, Inc., provided, however, that
the Common Stock is not immediately thereafter trading on The NASDAQ Capital Market, The NASDAQ Global Market, The
NASDAQ Global Select Market, the New York Stock Exchange, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board, or the OTCQX
operated by the OTC Markets Group, Inc. (or nationally recognized successor to any of the foregoing);


 


(d)the failure
for any reason by the Transfer Agent to issue (i) the Additional Commitment Shares to the Investor within three (3) Business Days
after the date on which the Investor is entitled to receive such Additional Commitment Shares pursuant to Section 5(e) hereof
and (ii) Purchase Shares to the Investor within three (3) Business Days after the applicable Purchase Date or Accelerated Purchase
Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;


 


(e)the Company
breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could
have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach
continues for a period of at least five (5) Business Days;


 


(f)if any Person
commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g)if the Company,
pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order
for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially
all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts
as the same become due;


 






    	-24-



    	 



    

 


(h)a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case,
(ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the
Company or any Subsidiary; or


 


(i)if at any time
the Company is not eligible to transfer its Common Stock electronically as DWAC Shares.


 


In addition to any other rights and remedies
under applicable law and this Agreement, so long as an Event of Default has occurred and is continuing, or if any event which,
after notice and/or lapse of time, would become an Event of Default, has occurred and is continuing, or so long as the Closing
Sale Price is below the Floor Price, the Company shall not deliver to the Investor any Regular Purchase Notice or Accelerated Purchase
Notice.


 


11.TERMINATION


 


This Agreement may
be terminated only as follows:


 


(a)If pursuant
to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against
the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general
assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections 10(f), 10(g)
and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company (except
as set forth below) without further action or notice by any Person.


 


(b)In the event
that the Commencement shall not have occurred on or before August 31, 2014, due to the failure to satisfy the conditions set forth
in Sections 7 and 8 above with respect to the Commencement, either the Company or the Investor shall have the option
to terminate this Agreement at the close of business on such date or thereafter without liability of any party to any other party
(except as set forth below); provided, however, that the right to terminate this Agreement under this Section 11(b) shall
not be available to any party if such party is then in breach of any covenant or agreement contained in this Agreement or any representation
or warranty of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section
7(c) or Section 8(e), as applicable, could not then be satisfied.


 


(c) At any time
after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering
notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without any liability
whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice shall
not be effective until one (1) Business Day after it has been received by the Investor.


 


(d)This Agreement
shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount as provided
herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party
under this Agreement (except as set forth below).


 


(e)If, for any
reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement
by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part
of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).


 






    	-25-



    	 



    

 


Except as set forth in Sections 11(a)
(in respect of an Event of Default under Sections 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination
of this Agreement pursuant to this Section 11 shall be effected by written notice from the Company to the Investor, or the
Investor to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties
and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification
provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11
and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall (i)
affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to pending Regular
Purchases and Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to
any pending Regular Purchases and Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall
survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation
or willful breach of any of the Transaction Documents.


 


12.MISCELLANEOUS.


 


(a)Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the State of Nevada shall govern all issues concerning the relative rights
of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of Illinois, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, County of Cook, for the
adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b)Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature or signature delivered by e-mail in a “.pdf” format data file shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


(c)Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 






    	-26-



    	 



    

 


(d)Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(e)Entire Agreement.
The Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company, their affiliates
and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction Documents
and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. The Company acknowledges and agrees that is has not relied on,
in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in the Transaction
Documents.


 


(f)Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile
or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses for such communications shall be:


 


If to the Company:


Amarantus BioScience Holdings,
Inc.


c/o Janssen Labs@QB3


953 Indiana Street


San Francisco, CA 94107


		Telephone:	(408) 737-2734



		Facsimile:	(408) 852-4427



		E-mail:	gerald@amarantus.com



		Attention:	Gerald Commissiong



 


With a copy to (which shall not
constitute notice or service of process):


Sichenzia Ross Friedman Ference
LLP


61 Broadway, 32nd Floor


New York, New York 10006


		Telephone:	(212) 930-9700



		Facsimile:	(212) 930-9725



		E-mail:	jfessler@srff.com



		Attention:	Jeff Fessler, Esq.



 


If to the Investor:


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


		Telephone:	312-822-9300



		Facsimile:	312-822-9301



		E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com



		Attention:	Josh Scheinfeld/Jonathan Cope



 






    	-27-



    	 



    

 


With a copy to (which
shall not constitute notice or service of process):


Greenberg
Traurig, LLP


The MetLife
Building


200 Park
Avenue


New York,
NY 10166


		Telephone:	(212) 801-9200



		Facsimile:	(212) 801-6400



		E-mail:	marsicoa@gtlaw.com



		Attention:	Anthony J. Marsico, Esq.



 


If to the Transfer Agent:


VStock Transfer,
LLC


77 Spruce
Street, Suite 201


Cedarhurst,
New York 11516


		Telephone:	(212) 828-8436



		Facsimile:	(646) 536-3179



		Attention:	Yoel Goldfeder, Esq.



 


or at such other address and/or facsimile
number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other
party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent or other communication, (B) mechanically or electronically generated by the sender's facsimile machine
or email account containing the time, date, and recipient facsimile number or email address, as applicable, and an image of the
first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.


 


(g)Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.


 


(h)No Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i)Publicity.
The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the Investor
and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel
on, any press release, SEC filing or any other public disclosure by or on behalf of the Company relating to the Investor, its purchases
hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, not less than 24 hours prior to
the issuance, filing or public disclosure thereof. The Investor must be provided with a final version of any such press release,
SEC filing or other public disclosure at least 24 hours prior to any release, filing or use by the Company thereof. The Company
agrees and acknowledges that its failure to fully comply with this provision constitutes a Material Adverse Effect.


 


(j)Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to consummate
and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish the purposes of
this Agreement and the consummation of the transactions contemplated hereby.


 






    	-28-



    	 



    

 


(k)No Financial
Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Investor that, except as disclosed in
Schedule 4(w), it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions
contemplated hereby. The Investor represents and warrants to the Company that it has not engaged any financial advisor, placement
agent, broker or finder in connection with the transactions contemplated hereby. The Company shall be responsible for the payment
of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder relating to or arising out of the
transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense
(including, without limitation, attorneys' fees and out of pocket expenses) arising in connection with any such claim.


 


(l)No Strict
Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 


(m)Remedies,
Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement, including, without
limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all other remedies available
to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief),
no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy
and nothing herein shall limit the Investor's right to pursue actual damages for any failure by the Company to comply with the
terms of this Agreement. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Investor and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event
of any such breach or threatened breach, the Investor shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.


 


(n)Enforcement Costs. If:
(i) this Agreement is placed by the Investor in the hands of an attorney for enforcement or is enforced by the Investor through
any legal proceeding; (ii) an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership or
other proceedings affecting creditors' rights and involving a claim under this Agreement; or (iii) an attorney is retained to represent
the Investor in any other proceedings whatsoever in connection with this Agreement, then the Company shall pay to the Investor,
as incurred by the Investor, all reasonable costs and expenses including attorneys' fees incurred in connection therewith, in addition
to all other amounts due hereunder.


 


(o)Amendment and Waiver; Failure
or Indulgence Not Waiver. No provision of this Agreement may be amended or waived by the parties from and after the date that
is one (1) Business Day immediately preceding the filing of the Registration Statement with the SEC. Subject to the immediately
preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both parties
hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom
enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.


 






    	-29-



    	 



    

 


* * * * *


 




    	-30-



    	 



    

 


IN WITNESS WHEREOF,
the Investor and the Company have caused this Purchase Agreement to be duly executed as of the date first written above.


 





	 	THE COMPANY:
	 	 	 	 
	 	AMARANTUS BIOSCIENCE HOLDINGS, INC.
	 	 	 	 
	 	 	By:  	/s/ Gerald Commissiong
	 	 	Name: Gerald Commissiong
	 	 	Title:  President and Chief Executive Officer
	 	 	 	 
	 	INVESTOR:
	 	 	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION
	 	 	 	 
	 	 	By:  	/s/ Josh Scheinfeld
	 	 	Name: Josh Scheinfeld
	 	 	Title: President




 




    	-31-



    	 



    

 


SCHEDULES


 


	Schedule 4(c)	Capitalization
	Schedule 4(w)	Agent’s Fees




 


EXHIBITS


 


	Exhibit A	Form of Company Counsel Opinion
	Exhibit B	Form of Officer’s Certificate
	Exhibit C	Form of Resolutions of Board of Directors of the Company
	Exhibit D	Form of Secretary’s Certificate
	Exhibit E	Form of Letter to Transfer Agent




 




    	 



    	 



    

 





DISCLOSURE SCHEDULES


 


Schedule 4(c) -Capitalization


 


The Company’s authorized capital stock consists of 1,000,000,000
shares of common stock, par value $0.001 (643,210,764of which are issued and outstanding as of March 6, 2014), 250,000 Shares of
Series A Convertible Preferred Stock (of which 0 are issued and outstanding as of March 6, 2014), 2,500,000 shares of Series B
Convertible Preferred Stock (of which 0 are issued and outstanding as of March 6, 2014), and 750,000 shares of Series C Convertible
Preferred Stock (750,000 of which are issued and outstanding as of March 6, 2014) and 1,300 Shares of Series D Convertible Preferred
Stock (1,299.3270 of which are issued and outstanding as of March 6, 2014).


 


As of the date hereof, the Company has the following debt securities
outstanding:


 


		·	$113,500 of convertible debt with conversion prices ranging from
                                                                                                               $0.01 to $0.10 per share



		·	$1,322,778 of 8% OID Senior Convertible Debentures with a conversion
price of $0.04 per share



 


As of the date hereof, the Company has the following are outstanding:


 


		·	The Company has outstanding warrants representing 83,333,264 common
shares with an exercise price of $0.04 per share. In February 2014, the Company entered into agreements with certain existing shareholders
to exercise warrants (the “Old Warrants”) to purchase 50,000,000 shares of the Company’s common stock. In exchange
for exercising the Old Warrants, the shareholders will receive warrants to purchase three shares of common stock of the Company
(the “New Warrants”) for every four Old Warrants exercised. The New Warrants are exercisable at a price of $0.12 for
a term of five years and are callable by the Company in the event the Company’s common stock trades at or above $0.18/share
(or split-adjusted equivalent thereof) at the time the Company is listed on a national exchange or for a period of 20 consecutive
trading days, subject to customary conditions. The New Warrants will provide to the holders piggy-back registration rights.



 


		·	$1,299,326.89 of Series D Convertible Preferred with a conversion
price of $0.03 per share subject to certain adjustments, and an 8% quarterly dividend. Upon the occurrence of certain events the
Company may be obligated to redeem the Series D Convertible Preferred stock. The conversion price of the Series D Preferred Stock
may be adjusted in the event of issuances by the Company at a price below the conversion price of $0.03.



 


		·	The Company also grants stock options to employees and certain consultants
from the employee stock plans, all of such issuances are disclosed in the SEC Documents.



 


The Company has granted piggy back registration rights with
respect to 4,000,000 shares issued to PGI Drug Discovery, LLC (“PGI”) simultaneously with the entry by the Company
into a License Agreement with PGI on January 14, 2014.


 



    	 



    	 



    

 







Schedule 4(f) - SEC Documents; Financial Statements.


 


The Company’s Form 10-K for the fiscal year ended December
31, 2012 was filed late.


 


Schedule 4(w) - Agent’s Fees


 


None




 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF COMPANY COUNSEL OPINION


 


Capitalized terms used
herein but not defined herein, have the meaning set forth in the Purchase Agreement. Based on the foregoing, and subject to the
assumptions and qualifications set forth herein, we are of the opinion that:


 


1.The Company is
a corporation existing and in good standing under the laws of the State of Nevada.


 


2.The Company has
the corporate power to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party.
The Company has the corporate power to conduct its business as, to the best of our knowledge, it is now conducted, and to own and
use the properties owned and used by it.


 


3.The execution,
delivery and performance by the Company of the Transaction Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of the Company. The execution and delivery of the Transaction Documents by the Company, the performance
of the obligations of the Company thereunder and the consummation by it of the transactions contemplated therein have been duly
authorized and approved by the Company's Board of Directors and no further consent, approval or authorization of the Company, its
Board of Directors or its stockholders is required. The Transaction Documents to which the Company is a party have been duly executed
and delivered by the Company and are the valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting creditor’s rights and remedies.


 


4.The execution,
delivery and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions contemplated
thereby including the offering, sale and issuance of the Commitment Shares and the Purchase Shares in accordance with the terms
and conditions of the Purchase Agreement, and fulfillment and compliance with terms of the Transaction Documents, does not and
shall not: (i) conflict with, constitute a breach of or default (or an event which, with the giving of notice or lapse of
time or both, constitutes or could constitute a breach or a default), under (a) the Articles of Incorporation or the Bylaws of
the Company, (b) any material agreement, note, lease, mortgage, deed or other material instrument to which to our knowledge the
Company is a party or by which the Company or any of its assets are bound (“Material Agreements”), (ii) result
in any violation of any statute, law, rule or regulation applicable to the Company, or (iii) to our knowledge, violate any order,
writ, injunction or decree applicable to the Company or any of its subsidiaries.


 


5.The issuance of
the Purchase Shares and the Commitment Shares pursuant to the terms and conditions of the Transaction Documents has been duly authorized
by all necessary corporate action on the part of the Company. The Initial Purchase Shares and the Initial Commitment Shares are
validly issued, fully paid and non-assessable, to our knowledge, free of all taxes, liens, charges, restrictions, rights of first
refusal and preemptive rights. 90,000,000 shares of Common Stock have been properly reserved for issuance as Purchase Shares under
the Purchase Agreement. 3,500,000 shares of Common Stock have been properly reserved for issuance as Additional Commitment Shares
under the Purchase Agreement. When issued in accordance with the Purchase Agreement, the Additional Commitment Shares shall be
validly issued, fully paid and non-assessable, to our knowledge, free of all taxes, liens, charges, restrictions, rights of first
refusal and preemptive rights. When issued and paid for in accordance with the Purchase Agreement, the Purchase Shares shall be
validly issued, fully paid and non-assessable, to our knowledge, free of all taxes, liens, charges, restrictions, rights of first
refusal and preemptive rights. To our knowledge, the execution and delivery of the Registration Rights Agreement do not, and the
performance by the Company of its obligations thereunder shall not, give rise to any rights of any other Person for the registration
under the Securities Act of any shares of Common Stock or other securities of the Company which have not been waived.


 






    	 



    	 



    

 


6.As of the date
hereof, the authorized capital stock of the Company consists of __,___,___ shares of common stock, no par value per share, of which
to our knowledge __________ shares are issued and outstanding.


 


7.Assuming the accuracy
of the representations and your compliance with the covenants made by you in the Transaction Documents, the offering, sale and
issuance of the Commitment Shares and the Purchase Shares to you pursuant to the Transaction Documents is exempt from registration
under the Securities Act.


 


8.Other than that
which has been obtained and completed prior to the date hereof, no authorization, approval, consent, filing or other order of any
federal or state governmental body, regulatory agency, or stock exchange or market, or any court, or, to our knowledge, any third
party is required to be obtained by the Company to enter into and perform its obligations under the Transaction Documents or for
the Company to issue and sell the Commitment Shares and the Purchase Shares as contemplated by the Transaction Documents.


 


9. The Common Stock
is registered pursuant to Section 12[(b)][(g)] of the Exchange Act. To our knowledge, since one year preceding the date of the
Purchase Agreement, the Company has been in compliance with the reporting requirements of the Exchange Act applicable to it. To
our knowledge, since one year preceding the date of the Purchase Agreement, the Company has not received any written notice from
any Person stating that the Company has not been in compliance with any of the rules and regulations (including the requirements
for continued listing) of the Principal Market.


 


10. The Company is
not, and after giving effect to the issuance of the Commitment Shares and the Purchase Shares and the application of the proceeds
as described in the Prospectus, will not be, an “investment company,” as that term is defined in the Investment Company
Act of 1940, as amended.


 


11. Except as described
in the SEC Documents, none of the Material Agreements grants to any person the right to require the Company to file a registration
statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require
the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities
being registered pursuant to any other registration statement filed by the Company under the Securities Act.


 


[THE FOLLOWING MAY BE
MADE IN A SEPARATE NEGATIVE ASSURANCES LETTER]


 


As counsel to the Company,
we reviewed the Registration Statement and the Prospectus, and participated in discussions with your representatives and those
of the Company, at which the contents of the Registration Statement and the Prospectus were discussed. Between the date of the
Transaction Documents and the time of the delivery of this letter, we participated in further discussions with your representatives
and those of the Company, and we reviewed certain certificates of officers of the Company and public officials delivered to you
today.


 






    	 



    	 



    

 


The purpose of our
engagement was not to establish or to confirm factual matters set forth in the Registration Statement and the Prospectus, and we
have not undertaken any obligation to verify independently any of the factual matters set forth in the Registration Statement and
the Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement and the
Prospectus involve matters of a non-legal nature.


 


Subject to the foregoing,
we confirm to you that, on the basis of the information that we gained in the course of performing the services referred to above,
nothing came to our attention that caused us to believe that: (a) the Registration Statement, as of its effective date, contained
an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (b) the Prospectus, as of its date and as of the date and time of delivery of this letter,
contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration
Statement or the Prospectus, and we do not express any belief as to the financial statements and related notes, financial statement
schedules or financial statistics or other financial or accounting data and information contained in or omitted from the Registration
Statement or the Prospectus.


 


We inform you that
the Registration Statement became effective under the Securities Act on _______, 201__ and that no stop order suspending the effectiveness
of the Registration Statement has been issued under the Securities Act.


 


We are not representing
the Company in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks
to enjoin the performance of, the Transaction Documents.


 


Further, we confirm
to you that the Registration Statement, as of its effective date, and the Prospectus, as of its date, appeared to us on their face
to respond in all material respects to the requirements of Form S-1, except that the foregoing statement does not address any requirement
relating to financial statements, notes or schedules and financial and accounting data or information contained in or omitted from
the Registration Statement or the Prospectus Supplement.


 




    	 



    	 



    

 


EXHIBIT B


 


FORM OF OFFICER’S CERTIFICATE


 


This Officer’s
Certificate (“Certificate”) is being delivered pursuant to [Section 8(I)(c)] [Section 8(II)(e)]
of that certain Purchase Agreement dated as of March 7, 2014, (“Purchase Agreement”), by and between AMARANTUS
BIOSCIENCE HOLDINGS, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the
“Investor”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase
Agreement.


 


The undersigned, ___________,
______________ of the Company, hereby certifies as follows:


 


1.I
am the _____________ of the Company and make the statements contained in this Certificate;


 


2.The representations
and warranties of the Company are true and correct in all material respects (except to the extent that any of such representations
and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations
and warranties are true and correct without further qualification) as of the date when made and as of the Commencement Date as
though made at that time (except for representations and warranties that speak as of a specific date, in which case such representations
and warranties are true and correct as of such date);


 


3.The Company
has performed, satisfied and complied in all material respects with covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.


 


4. The
Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as
they become due.


 


IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of ___________.


 


	 	 
	 	Name:
	 	Title:




 


The undersigned as
Secretary of AMARANTUS BIOSCIENCE HOLDINGS, INC., a Nevada corporation, hereby certifies that ___________ is the duly elected,
appointed, qualified and acting ________ of _________ and that the signature appearing above is his genuine signature.


 


	 	 
	 	Secretary


 






    	 



    	 



    

 


EXHIBIT C


 


FORM OF COMPANY RESOLUTIONS


FOR SIGNING PURCHASE AGREEMENT


 


UNANIMOUS WRITTEN CONSENT OF


AMARANTUS BIOSCIENCE HOLDINGS, INC.


 


In accordance with
the corporate laws of the state of Nevada, the undersigned, being all of the directors of AMARANTUS BIOSCIENCE HOLDINGS, INC.,
a Nevada corporation (the “Corporation”), do hereby consent to and adopt the following resolutions as the action of
the Board of Directors for and on behalf of the Corporation and hereby direct that this Consent be filed with the minutes of the
proceedings of the Board of Directors:


 


WHEREAS, there has
been presented to the Board of Directors of the Corporation a draft of the Purchase Agreement (the “Purchase Agreement”)
by and between the Corporation and Lincoln Park Capital Fund, LLC (“Lincoln Park”), providing for the purchase by Lincoln
Park of up to Twenty Million Dollars ($20,000,000) of the Corporation’s common stock, par value $0.001 per share (the “Common
Stock”); and


 


WHEREAS, after careful
consideration of the Purchase Agreement, the documents incident thereto and other factors deemed relevant by the Board of Directors,
the Board of Directors has determined that it is advisable and in the best interests of the Corporation to engage in the transactions
contemplated by the Purchase Agreement, including, but not limited to, the issuance of up to 9,500,000 shares of Common Stock to
Lincoln Park as a commitment fee (the “Commitment Shares”) and the sale of shares of Common Stock to Lincoln Park up
to the available amount under the Purchase Agreement (the "Purchase Shares").


 


Transaction Documents


 


NOW, THEREFORE, BE
IT RESOLVED, that the transactions described in the Purchase Agreement are hereby approved and ________________________________________
(the “Authorized Officers”) are severally authorized to execute and deliver the Purchase Agreement, and any other agreements
or documents contemplated thereby including, without limitation, a registration rights agreement (the “Registration Rights
Agreement”) providing for the registration of the shares of the Company’s Common Stock issuable in respect of the Purchase
Agreement on behalf of the Corporation, with such amendments, changes, additions and deletions as the Authorized Officers may deem
to be appropriate and approve on behalf of, the Corporation, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and


 


FURTHER RESOLVED, that
the terms and provisions of the Registration Rights Agreement by and among the Corporation and Lincoln Park are hereby approved
and the Authorized Officers are authorized to execute and deliver the Registration Rights Agreement (pursuant to the terms of the
Purchase Agreement), with such amendments, changes, additions and deletions as the Authorized Officer may deem appropriate and
approve on behalf of, the Corporation, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon;
and


 


FURTHER RESOLVED, that
the terms and provisions of the forms of Irrevocable Transfer Agent Instructions (collectively, the “Initial Instructions”)
are hereby approved and the Authorized Officers are authorized to execute and deliver the Initial Instructions on behalf of the
Company in accordance with the Purchase Agreement, with such amendments, changes, additions and deletions as the Authorized Officers
may deem appropriate and approve on behalf of, the Corporation, such approval to be conclusively evidenced by the signature of
an Authorized Officer thereon; and


 






    	 



    	 



    

 


FURTHER RESOLVED, that
the terms and provisions of the forms of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness of Registration
Statement (collectively, the “Instructions”) are hereby approved and the Authorized Officers are authorized to execute
and deliver the Instructions on behalf of the Company in accordance with the Purchase Agreement, with such amendments, changes,
additions and deletions as the Authorized Officers may deem appropriate and approve on behalf of, the Corporation, such approval
to be conclusively evidenced by the signature of an Authorized Officer thereon; and


 


Execution of Purchase
Agreement


 


FURTHER RESOLVED, that
the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Twenty Million
Dollars ($20,000,000) of the Corporation’s common stock; and


 


Issuance of Common
Stock


 


FURTHER RESOLVED, that
the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 4,000,000 shares of Common Stock as Initial Purchase
Shares and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement the Initial Purchase Shares shall
be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof;
and


 


FURTHER RESOLVED, that
the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 6,000,000 shares of Common Stock as Initial Commitment
Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement the Initial Commitment Shares
shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof;
and


 


FURTHER RESOLVED, that
the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 3,500,000 shares of Common Stock as Additional
Commitment Shares and that upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement the Additional
Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to
the ownership thereof; and


 


FURTHER
RESOLVED, that the Corporation shall reserve 3,500,000 shares of Common Stock for issuance as Additional Commitment Shares under
the Purchase Agreement. 


 


FURTHER RESOLVED, that
the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount
under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares
pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with
no personal liability attaching to the ownership thereof; and


 


FURTHER
RESOLVED, that the Corporation shall initially reserve 90,000,000 shares of Common Stock for issuance as Purchase Shares under
the Purchase Agreement. 


 






    	 



    	 



    

 


Approval of Actions


 


FURTHER RESOLVED, that,
without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on
behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel,
to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements;
and


 


FURTHER RESOLVED, that
the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the
Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered
all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings
and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect
the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director
of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified
and confirmed in all respects.


 


IN WITNESS WHEREOF, the Board of Directors
has executed and delivered this Consent effective as of __________, 2014.


  


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


  


being all of the directors of AMARANTUS BIOSCIENCE HOLDINGS,
INC.




    	 



    	 



    

 


EXHIBIT D


 


FORM OF SECRETARY’S CERTIFICATE


 


This Secretary’s
Certificate (“Certificate”) is being delivered pursuant to Section 8(II)(k) of that certain Purchase Agreement
dated as of March 7, 2014 (“Purchase Agreement”), by and between AMARANTUS BIOSCIENCE HOLDINGS, INC., a Nevada
corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which
the Company may sell to the Investor up to Twenty Million Dollars ($20,000,000) of the Company's Common Stock, par value $0.001
per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them
in the Purchase Agreement.


 


The undersigned, ____________, Secretary
of the Company, hereby certifies as follows:


 


1.I am the
Secretary of the Company and make the statements contained in this Secretary’s Certificate.


 


2.Attached
hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s bylaws (“Bylaws”)
and Restated Articles of Incorporation (“Charter”), in each case, as amended through the date hereof, and no action
has been taken by the Company, its directors, officers or stockholders, in contemplation of the filing of any further amendment
relating to or affecting the Bylaws or Charter.


 


3.Attached
hereto as Exhibit C are true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the
Company on _____________, at which a quorum was present and acting throughout. Such resolutions have not been amended, modified
or rescinded and remain in full force and effect and such resolutions are the only resolutions adopted by the Company’s Board
of Directors, or any committee thereof, or the stockholders of the Company relating to or affecting (i) the entering into and performance
of the Purchase Agreement, or the issuance, offering and sale of the Purchase Shares and the Commitment Shares and (ii) and the
performance of the Company of its obligation under the Transaction Documents as contemplated therein.


 


4.As
of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit D hereto.


 


IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of ____________.


 


	 	 
	 	Secretary


  


The undersigned as ___________ of AMARANTUS
BIOSCIENCE HOLDINGS, INC., a Nevada corporation, hereby certifies that ____________ is the duly elected, appointed, qualified
and acting Secretary of _________, and that the signature appearing above is his genuine signature.


 


___________________________________


 




    	 



    	 



    

 


EXHIBIT E


 


FORM OF LETTER TO THE TRANSFER AGENT
FOR THE ISSUANCE OF THE INITIAL PURCHASE SHARES AND INITIAL COMMITMENT SHARES AT SIGNING OF THE PURCHASE AGREEMENT


 


[COMPANY LETTERHEAD]


 


[DATE]


 


	[TRANSFER AGENT]	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


  


Re: Issuance of Common Stock to Lincoln Park Capital Fund, LLC


 


Dear ________,


 


On behalf of AMARANTUS BIOSCIENCE HOLDINGS,
INC., (the “Company”), you are hereby instructed to issue as soon as possible a share certificate
representing an aggregate of 10,000,000 shares of our common stock in the name of Lincoln Park Capital Fund, LLC.
The share certificate should be dated March 7, 2014. I have included a true and correct copy of a unanimous written consent executed
by all of the members of the Board of Directors of the Company adopting resolutions approving the issuance of these shares. The
share certificate should bear the following restrictive legend:


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS
SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A
CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 






    	 



    	 



    

 


The share certificate should be sent as soon as possible
via overnight mail to the following address:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Attention: Josh Scheinfeld/Jonathan
Cope


 


Thank you very much for your help. Please call me at ______________
if you have any questions or need anything further.


 


	AMARANTUS BIOSCIENCE HOLDINGS, INC.
	 	 
	BY:  	 
	 	[name]
	 	[title]