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SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this " Agreement ") is dated as of

Key Takeaway: SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of August 8, 2018, between Creative Medical Technology Holdings, Inc., a Nevada corporation and its predecessors (the "Company"), and each purchaser identified on the signature page

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SECURITIES PURCHASE AGREEMENT
This Securities Purchase
Agreement (this "Agreement") is dated as of August 8, 2018, between Creative Medical Technology Holdings, Inc.,
a Nevada corporation and its predecessors (the "Company"), and each purchaser identified on the signature pages
hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").
the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and Rule 506(b) promulgated thereunder, the Company desires to issue and sell to each
Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more
fully described in this Agreement.
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Articles of Incorporation (as defined herein), and (b) the following terms have the meanings
set forth in this Section 1.1:
Person" shall have the meaning ascribed to such term in Section 4.15.
shall have the meaning ascribed to such term in Section 3.1(j).
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
Directors" means the board of directors of the Company.
Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
means one or more Closings of the purchase and sale of the Securities pursuant to Section 2.1.
means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchasers' obligation to pay the Subscription Amount at such Closing, and (ii) the
Company's obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied
8-K" shall have the meaning ascribed to such term in Section 4.5.
means the United States Securities and Exchange Commission.
means the common stock of the Company, $0.001 par value per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.
Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
means Pearson Butler PC
Statements" means the Company's financial information contained in the filing filed with the Commission at least
five days prior to the date hereof.
Schedules" means the Disclosure Schedules of the Company delivered concurrently herewith.
Event" shall have the meaning ascribed to such term in Section 3.1(gg).
shall mean the latter of (i) two years after the Closing Date; or (ii) the date no Purchaser owns any Securities.
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
means the issuance of (a) shares of Common Stock and options to officers, directors, employees, or consultants of the Company prior
to and after the Closing Date in the amounts and on the terms set forth on Schedule 3.1(g), (b) securities upon the exercise
or exchange of or conversion of Securities issued hereunder (subject to adjustment for forward and reverse stock splits and the
like that occur after the date hereof) and/or other securities exercisable or exchangeable for or convertible into shares of Common
Stock issued and outstanding on the date of this Agreement, provided that such securities and any term thereof have not been amended
since the date of this Agreement to increase the number of such securities or to decrease the issue price, exercise price, exchange
price or conversion price of such securities and which securities and the principal terms thereof are set forth on Schedule 3.1(g),
and (c) securities issued or issuable pursuant to the Offering and this Agreement, the Note and other Transaction Documents, or
upon exercise or conversion of any such securities.
means the Foreign Corrupt Practices Act of 1977, as amended.
shall have the meaning ascribed to such term in Section 3.1(ff).
shall have the meaning ascribed to such term in Section 3.1(ff).
Statements" means the financial information regarding the Company filed with the Commission prior to the date hereof.
Basis" means the assumption that all options, warrants or other convertible securities or instruments or other rights
to acquire Common Stock or any other existing or future classes of capital stock have been exercised or converted, as applicable,
in full, regardless of whether any such options, warrants, convertible securities or instruments or other rights are then vested
or exercisable or convertible in accordance with their terms.
shall mean United States generally accepted accounting principles applied on a consistent basis.
shall have the meaning ascribed to such term in Section 3.1(w).
Property Rights" shall have the meaning ascribed to such term in Section 3.1(o).
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
Adverse Effect" shall have the meaning assigned to such term in Section 3.1(b).
Permits" shall have the meaning ascribed to such term in Section 3.1(m).
shall have the meaning ascribed to such term in Section 5.17.
Laws" shall have the meaning ascribed to such term in Section 3.1(aa).
means the notes, in the form of Exhibit A hereto.
shall have the meaning ascribed to such term in Section 3.1(bb).
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition, whether commenced or threatened.
Counsel" shall mean Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212)
Party" shall have the meaning ascribed to such term in Section 4.6.
D" means Regulation D under the Securities Act.
Approvals" shall have the meaning ascribed to such term in Section 3.1(e).
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Amount" means, as to each Purchaser, the aggregate amount to be paid for the Notes purchased hereunder as specified below
such Purchaser's name on the signature page of this Agreement and next to the heading "Subscription Amount,"
in United States dollars and in immediately available funds.
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 25% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other
managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital
or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control
of the Company. Representations, undertakings and obligations set forth in this Agreement shall be applicable only to Subsidiaries
which exist or have existed at the applicable and relevant time.
Date" shall have the meaning ascribed to such term in Section 2.1.
means a day on which the principal Trading Market is open for trading.
means any of the following markets or exchanges: the NYSE MKT LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any successors to any of
Documents" means this Agreement, the Note, and all exhibits and schedules thereto and hereto, and any other documents
or agreements executed in connection with the transactions contemplated hereunder.
On the Closing Dates, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers,
severally and not jointly, agree to purchase, an aggregate of up to $107,000.00 principal amount of Notes as determined pursuant
to Section 2.2(a), such purchase and sale being the "Closing". Each Purchaser shall deliver to the Company such
Purchaser's Subscription Amount, and the Company shall deliver to each Purchaser its respective Note, as determined pursuant
to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at a Closing.
Last updated: Aug 8, 2018