[DEHAIER MEDICAL SYSTEMS LIMITED Issuance Date Date of Issuance: February 21, 2014 (“ Company ____________________ Holder Buyers Securities Purchase Agreement ) (the “ Registration Statement ” Dehaier Medical Systems Limited, a British Virgin Islands company (the “ 1. Mechanics of Exercise Exercise Date Exercise Notice Aggregate Exercise Price st Transfer Agent rd DTC (a) Exercise Price Exercise Price (b) Company’s] [KAUFMAN CANOLES attorneys at law Kaufman & Canoles, P.C. Two James Center, 14 Floor 1021 E. Cary St. Richmond, VA 23219 T (804) 771.5700 F (804) 771.5777 kaufCAN.com February 21, 2014 Dehaier Medical Solutions Limited Room 501, Jiuzhou Plaza, 83 Fuxing Road Haidian District, Beijing 100856 People’s Republic of China Re: Dehaier Medical Solutions Limited Dear Sirs: In connection with] [FORM OF STOCK PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT Agreement Company Buyer Buyers This RECITALS A. Registration Statement 1933 Act SEC B. Common Shares Registered Shares Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms stated in this Agreement, (i) the aggregate number of common shares, $0.002731 par value per share, of the Company (the “] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement Form S-3 (File No. 333-178268) of Dehaier Medical Systems Limited and Affiliate of our report dated March 18, 2013 with respect to the consolidated financial statements of Dehaier Medical Systems Limited and Affiliate included in the Annual Report (Form 10-K) for the] [BEIJING, February 21, 2014 - Dehaier Medical Systems Ltd. The completion of the offering will occur on or before February 26, 2014. FT Global Capital, Inc. served as the exclusive placement agent for the offering. Copies of the prospectus supplement and accompanying base prospectus relating to this offering may be obtained at the SEC's website at http://www.sec.gov or directly from] []