0001183740-14-000218 Sample Contracts

COVER SHEET Master Cooperative Research and Development Agreement (CRADA)
Cover Sheet • July 14th, 2014 • Helius Medical Technologies, Inc.

[NOTE: This Cover Sheet is for internal management purposes only. It is not part of the Agreement and neither party is bound to anything contained in it]

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Amended and Restated Patent Sub-License OF U.S. Patent Application 12/348,301 And Provisional Patent Application 61/019,061
Helius Medical Technologies, Inc. • July 14th, 2014 • Delaware

This Amended and Restated Patent Sub-License ("Agreement"), entered into effective as of this 10 day of May, 2013, by and between Advanced NeuroRehabilitation, LLC, a Wisconsin Limited Liability Company. ("ANR"), with offices at 510 Charmany Drive, Suite 175F, Madison, Wisconsin, 53719, and NeuroHabilitation Corporation ("NHC"), a Delaware Corporation (collectively, ANR and NHC are sometimes referred to as the "Parties").

DESIGN AND MANUFACTURING CONSULTANT AGREEMENT NEUROHABILITATION CORPORATION This Business Consultant Agreement ("Agreement") is made and effective January 30, 2013
Design and Manufacturing Consultant Agreement • July 14th, 2014 • Helius Medical Technologies, Inc.

BETWEEN: CLINVUE (the "Consultant"), a company organized and existing under the laws of the State of Maryland with its head office located at: 4821 Butler Rd, Suite 2c, Glyndon MD 21136

EMPLOYMENT AGREEMENT
Employment Agreement • July 14th, 2014 • Helius Medical Technologies, Inc. • Pennsylvania

EMPLOYMENT AGREEMENT (the "Agreement"), dated effective as of June 13 , 2014 (the "Effective Date"), by and between Helius Medical Technologies Inc, a Wyoming registered corporation (the "Company"), and Philippe Deschamps (the "Executive").

Second Amended and Restated Patent Sub-License OF U.S. Patent Application 12/348,301 And Provisional Patent Application 61/019,061
Helius Medical Technologies, Inc. • July 14th, 2014 • Delaware

This Second Amended and Restated Patent Sub-License ("Agreement"), entered into effective as of this 6th day of June, 2014, by and between Advanced NeuroRehabilitation, LLC, a Wisconsin Limited Liability Company. ("ANR"), with offices at 510 Charmany Drive, Suite 175F, Madison, Wisconsin, 53719, and NeuroHabilitation Corporation ("NHC"), a Delaware Corporation (collectively, ANR and NHC are sometimes referred to as the "Parties").

AGREEMENT AND PLAN OF MERGER BY AND AMONG HELIUS MEDICAL TECHNOLOGIES, INC. HMT MERGERSUB, INC. AND NEUROHABILITATION CORPORATION JUNE 6, 2014
Agreement and Plan of Merger • July 14th, 2014 • Helius Medical Technologies, Inc. • British Columbia

THIS AGREEMENT AND PLAN OF MERGER is executed and entered into as of the 6th day of June, 2014, BY AND AMONG, HELIUS MEDICAL TECHNOLOGIES, INC., a corporation organized pursuant to the laws of Wyoming, and with an address at 1500-1055 West Georgia Street, Vancouver B.C. V6E 4N7 ("Helius"), AND HMT MERGERSUB, INC., a corporation organized pursuant to the laws of Delaware and a wholly-owned subsidiary of Helius, and with an address at 1500-1055 West Georgia Street, Vancouver B.C. V6E 4N7 ("Mergersub") AND NEUROHABILITATION CORPORATION, a corporation organized pursuant to the laws of Delaware, and with an address at 208 Palmer Alley, Newton PA 18940 ("NHC"). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning set forth in Article I.

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