[SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT Agreement Company Buyer Parties Party WHEREAS: 1933 Act Regulation D SEC Common Shares Shares B. The Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, 11,111,111 common shares of the Company, par value $0.002731 per share (the “ D. The board of directors] [AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT Amendment Buyer Company This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “ Agreement WHEREAS, the Parties entered into that certain Share Purchase Agreement dated as of April 28, 2016 (the “ WHEREAS, Section 7(e) of the Agreement provides that the Parties may modify or amend the Agreement by an instrument in writing] []

[June 17, 2016 450 Fifth Street, NW We have no basis to agree or disagree with the statements contained therein. New York, New York] []

[Dehaier Medical Announces Receipt of the Nasdaq Notification Letter The letter further states that the Company has 60 calendar days (until July 18, 2016) to submit a plan to Nasdaq setting forth how the Company plans to regain compliance with the Rule. If the Company is unable to file the Form 20-F by July 18, 2016, then the Company intends] []

[NOW, THEREFORE, for and in consideration of the mutual agreements set forth herein, the parties hereto agree as follows: Purchase and Sale 1. Manner and Time of Payment 2. th th Termination Date provided however The Holder’s bank information is set forth below: ________________________________________ ________________________________________ ________________________________________ The Company’s legal counsel’s address is set forth below: Kaufman & Canoles, P.C. Two] []