[china jo-jo drugstores, inc. Holder Initial Exercise Date Termination Date Company Section 1 Definitions Purchase Agreement Section 2 Exercise 1 Exercise Price $3.10 Exercise Price b) Cashless Exercise c) (A) = (B) = (X) = VWAP “ 2 Mechanics of Exercise d) DWAC i. 3 ii. Rescission Rights iii. Buy-In iv. 4 No Fractional Shares or Scrip v. Charges, Taxes] [July 21, 2015 China Jo-Jo Drugstores, Inc. st 1 Yuhuangshan Road Hangzhou, Zhejiang Province People’s Republic of China Ladies and Gentlemen: Company Registration Statement SEC Securities Act Prospectus Supplement Shares Common Stock Securities Purchase Agreement As legal counsel to China Jo-Jo Drugstores, Inc., a Nevada corporation (the “ Based upon and subject to the foregoing, and to the other qualifications] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ Securities Act 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 each Purchaser agree as follows: ARTICLE I. Definitions 1.1 Acquiring Person “ Action “] [July 19, 2015 STRICTLY CONFIDENTIAL Attn: Mr. Lei Liu M.D. 1st Floor, Yuzheng Plaza, No. 76, Yuhuangshan Road Hangzhou, Zhejiang Province People’s Republic of China Dear Mr. Liu: Agreement Company Wainwright Offering Securities This letter agreement (this “ Compensation; Reimbursement Closing A. Cash Fee 1. 2. 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member:] [China Jo-Jo Drugstores Announces $3 Million Registered Direct Offering China Jo-Jo Drugstores, Inc. (NASDAQ CM: CJJD) (the "Company" or "China Jo-Jo"), a leading China-based retail and wholesale distributor of pharmaceutical and health care products through its own online and retail pharmacies, today announced that it has entered into definitive agreements with a single health-care focused institutional investor to purchase an] []

[China Jo-Jo Drug Stores Announces Fourth Quarter and Year End Financial Results for Fiscal Year 2015 Q4 Revenue grew 30.1%, EPS jumped to $0.03/share from Losses of $1.01/share FY 2015 Online Pharmacy Sales Increased 96.8%, Gross Profit up 117.2% and EPS Improved to $0.06 from Losses of $1.83 HANGZHOU, China, June 29, 2015 /PRNewswire/ -- China Jo-Jo Drugstores, Inc. (NASDAQ] []

[TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED MARCH 31, 2015 Page PART I. Item 1. Business. 4 Item 1A. Risk Factors. 23 Item 1B. Unresolved Staff Comments. 43 Item 2. Properties. 44 Item 3. Legal Proceedings. 44 Item 4. Mine Safety Disclosures. 44 PART II. Item 5. 45 Item 6. Selected Financial Data. 45 Item] [List of Subsidiaries 1. Renovation Investment (Hong Kong) Co., Ltd. (“Renovation”) is a Hong Kong company and is wholly-owned by the Company. 2. Hangzhou Jiutong Medical Technology Co., Ltd. (“Jiutong Medical”) is a Chinese company and is wholly-owned by Renovation. 3. Zhejiang Shouantang Pharmaceutical Technology Co., Ltd. (“Shouantang Technology”) is a Chinese company and is wholly-owned by Renovation. 4. Zhejiang] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements of China Jo-Jo Drugstores, Inc. and its subsidiaries on Form S-3 (No. 333-198001) and Form S-8 (No. 333-171849) of our report dated June 26, 2015 relating to the consolidated financial statements which appear in this Annual Report on Form 10-K. June] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-198001) and Form S-8 (No. 333-171849) of China Jo-Jo Drugstores, Inc. and subsidiaries of our report dated June 27, 2014 relating to the consolidated financial statements, which appear in this Form 10-K. Friedman LLP New York, New] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lei Liu, certify that: (1) I have reviewed this annual report on Form 10-K of China Jo-Jo Drugstores, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ming Zhao, certify that: (1) I have reviewed this annual report on Form 10-K of China Jo-Jo Drugstores, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates and for the periods indicated. Lei Liu Chief Executive Officer Ming Zhao Chief Financial Officer (Principal Financial and Accounting Officer) June 29,]

[April 7, 2015 100 F Street, N.E. We have read the statements made by China Jo-Jo Drugstores, Inc. (the “Company”) in Item 4.01 of the Company’s Current Report on Form 8-K dated April 7, 2015 and agree with the statements made regarding our firm. We have no basis to agree or disagree with other statements of the Company made under] []

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