SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the " Agreement ") is made as of

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT

(the "Agreement") is made as of October 6, 2022 by and among China Jo-Jo Drugstores, Inc., a Cayman Islands exempted

company (the "Company"), and the purchasers listed on Schedule A hereto (the "Schedule of Purchasers"),

each of which is herein referred to as a "Purchaser" and collectively, the "Purchasers."

WHEREAS, the parties desire

that the Purchasers make an equity investment in the Company pursuant to the terms and conditions of this Agreement;

WHEREAS, the Company and the

Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules

and regulations as promulgated by the SEC (as defined below) under Regulation S of the Securities Act (as defined below); and

WHEREAS, the Ordinary Shares

(as defined below) issued to the Purchasers pursuant to this Agreement shall have the registration and other rights as evidenced by the

Shareholders Rights Agreement in the form attached hereto as Exhibit A, dated as of the date hereof and entered into among

the Company and the Purchasers (the "Shareholders Rights Agreement").

NOW THEREFORE, in consideration

of the mutual agreements, representations, warranties and covenants herein contained, as well as other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the parties hereto

used in this Agreement, the following terms shall have the following respective meanings:

Person" means such Persons that is either (1) a Person listed (during any of the three completed calendar years prior to the

date hereof) in China Medicine Retail Company Top 100 published by the Ministry of Commerce of the PRC, or (2) a Person listed (during

any of the three completed calendar years prior to the date hereof) in China Medicine Store Chains Comprehensive Capabilities Top 100

published by the 21st Century Medicine Store, as well as any Associate or Subsidiary of such Persons in clauses (1) or (2).

means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such

Person. For purposes of this definition, "control" when used with respect to any Person means the power to direct the management

and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and

the terms "controlling" and "controlled" have correlative meanings.

means, with respect to any Person, any other Person (together with any individual, firm, corporation, partnership, trust and incorporated

or unincorporated association controlling it, controlled by it or under the same control with it) which, directly or indirectly, through

voting securities or contractual arrangements or otherwise, (i) holds or has the right to acquire 25% or more of the capital stock, either

in terms of economic interests or voting power, of the Person specified; (ii) is the single largest shareholder of the Person specified,

or (iii) has the power to appoint or nominate or designate at least one-third of the members of the board of directors (or other equivalent

authority, as applicable) or one-third or more of the senior executive officers of the Person specified.

Intellectual Property" shall mean all of the Intellectual Property owned by the Company or any of its Subsidiaries.

Intellectual Property Agreements" shall mean the contracts in effect as of the date of this Agreement: (i) under which the Company

or any of its Subsidiaries is granted a right to any third party's Intellectual Property that is material to the operation of the

Company's business as a whole, other than licenses and related services agreements for commercially available technology or Intellectual

Property, or (ii) under which the Company or any of its Subsidiaries has licensed to third parties rights under any material Company Intellectual

Property, other than customer, developer and reseller licenses and other agreements entered into in the ordinary course of business or

in connection with the sale or licensing of Company products or services.

Options" shall mean options to purchase Ordinary Share under any of the Company Stock Option Plans.

Stock Option Plan" shall mean each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock

option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares

or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee

pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based

on the value of Company capital stock has been granted or otherwise issued.

Act" shall mean the U.S. Securities Exchange Act of 1934, as amended.

shall mean the Foreign Corrupt Practices Act of 1977, as amended.

shall mean United States generally accepted accounting principles.

Entity" shall mean any national, provincial, state, municipal, local government, any instrumentality, subdivision, court, administrative

agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory,

taxing, importing or other governmental or quasi-governmental authority.

Property" shall mean the rights associated with or arising under any of the following anywhere in the world: (i) patents

and applications therefor; (ii) copyrights, copyright registrations and applications therefor, and all other corresponding rights

in works of authorship, however denominated; (iii) rights in industrial designs and any registrations and applications therefor;

(iv) trademark rights and corresponding rights in trade names, logos and service marks, trademarks or service marks, and registrations

and applications therefor; (v) trade secrets rights and corresponding rights in confidential business and technical information and

know-how ("Trade Secrets"); and (vi) any similar or equivalent rights to any of the foregoing anywhere in the

world (as applicable).

of any Person that is not an individual means the knowledge of such Person's directors and officers.

Requirements" shall mean any national, provincial, state, municipal, local or other law, statute, constitution, principle of

common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated,

implemented or otherwise put into effect by or under the authority of any Governmental Entity.

shall mean any pledge, claim, lien, charge, encumbrance, option and security interest of any kind or nature whatsoever.

Adverse Effect" shall mean, when used in connection with an entity, any change, event, violation, inaccuracy, circumstance or

effect (any such item, an "Effect"), that could have or reasonably be expected to result in: (i) a material adverse

effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations,

assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material

adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction

shall mean the Nasdaq Capital Market.

Share" shall mean the Ordinary Share of the Company, par value US$0.012 per share.

shall mean all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities.

Liens" shall mean (i) statutory liens for taxes that are not yet due and payable, (ii) statutory liens to secure obligations

to landlords, lessors or renters under leases or rental agreements, (iii) deposits or pledges made in connection with, or to secure

payment of, workers' compensation, unemployment insurance or similar programs mandated by applicable Law, (iv) statutory liens

in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens,

(v) liens in the ordinary course of business, and (vi) liens in favor of customs and revenue authorities arising as a matter of an applicable

Legal Requirement to secure payments of customs duties in connection with the importation of goods.

shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability

partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise,

association, organization, entity or Governmental Entity.

shall mean the People's Republic of China and solely for the purposes of this Agreement, exclude Hong Kong SAR, Macao SAR and Taiwan.

(xxiii) "Predecessor"

means China Jo-Jo Drugstores, Inc., a Nevada corporation and a predecessor to the Company.

Shares" means the preferred shares of the Company, par value US$0.001 per share.

shall mean the U.S. Securities and Exchange Commission.

Act" shall mean the Securities Act of 1933, as amended.

(xxvii) "Subsidiaries"

shall mean, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, at least

a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board

of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned

or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries. For the avoidance

of doubt, the Subsidiaries of the Company shall include any variable interest entity over which the Company or any of its Subsidiaries

effects control pursuant to contractual arrangements and which is consolidated with the Company in accordance with generally accepted

accounting principles applicable to the Company.

(xxviii) "Transaction

Documents" means this Agreement, the Warrants, the Shareholders Rights Agreement and all exhibits and schedules hereto and thereto.

Agent" means American Stock Transfer & Trust Company, LLC, the current transfer agent of the Company, with a mailing address

of 6201 1501st Ave, Brooklyn NY 11219 and any successor transfer agent of the Company.

(b) The following capitalized

terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each of the