CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. (Form: 8-K, Received: 05/19/2016 17:09:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2016

Creative Medical Technology Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-53500

87-0622284

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2017 W Peoria Avenue, Phoenix, AZ 85029

(Address of principal executive offices)

Jolley Marketing, Inc.

664 South Alvey Dr. Mapleton, UT 84664

(Former Name and Address of

principal executive offices)

Registrant’s telephone number, including area code: (602) 680-7439

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K is being filed in connection with a transaction consummated by the Registrant, and certain related events and actions taken by the Registrant. This Current Report on Form 8-K includes the following items on Form 8-K:

Item 1.01.

Entry into a Material Definitive Agreement.

Item 1.02.

Termination of a Material Definitive Agreement.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 3.02.

Unregistered Sales of Equity Securities.

Item 4.01.

Changes in Registrant’s Certifying Accountant.

Item 5.01.

Changes in Control of Registrant.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 5.06.

Change in Shell Company Status.

Item 9.01.

Financial Statements and Exhibits.

Item 1.01.

Entry into a Material Definitive Agreement

The disclosures set forth in Item 2.01 and Item 5.03 to this Current Report on Form 8-K are incorporated by reference into this Item 1.01.

Item 1.02.

Termination of a Material Definitive Agreement

The disclosures set forth in Item 2.01 to this Current Report on Form 8-K are incorporated by reference into this Item 1.02.

Item 2.01.

Completion of Acquisition or Disposition of Assets

On May 18, 2016, Creative Medical Technology Holdings, Inc., formerly known as Jolley Marketing, Inc., a Nevada corporation (the “ Company ”, “ we ”, “ our ”, or “ us ”), closed (the “ Closing ”) the Agreement and Plan of Merger (the “ Merger Agreement ”) with Creative Medical Technologies, Inc., a Nevada corporation (“ CMT ”), Steven L. White, the principal shareholder and the sole officer and director of the Company (“ Mr. White ”), and Jolley Acquisition Corp., a Nevada corporation and wholly owned subsidiary of the Company (the “ Merger Sub ”). As a result of the Closing of the Merger Agreement, the Merger Sub was merged with and into CMT with CMT being the surviving corporation and CMT became a wholly-owned subsidiary of the Company. Effective May 18, 2016, the Company filed Articles of Merger and Articles of Exchange with the Nevada Secretary of State evidencing the closing of the Merger Agreement and the issuance of the Company’s shares to the shareholders of CMT. Following Closing Mr. White, who was the majority shareholder of the Company prior to the closing, sold 15,100,000 shares of Common Stock, $0.001 par value, of the Company owned by him to the Company for $5,000, after which the shares were cancelled and returned to the unissued and authorized shares of Common Stock of the Company.

In connection with the Closing, CMT caused its parent to advance $25,000 to the Company for payment of certain obligations. Prior to the execution of the Merger Agreement, the parent of CMT advanced to the Company $8,255.70 for the payment of certain accounts payable and $5,000 for repayment of certain notes payable. At Closing, CMT caused its parent to advance $5,000 to the Company for the purchase of Mr. White’s shares and the balance of the $25,000 for the payment of remaining accounts payable of the Company. The amounts advanced by the parent of CMT are evidenced by an 8% Promissory Note dated May 18, 2016.

At Closing, each share of Common Stock, $0.01 par value, of CMT issued and outstanding immediately prior to the Closing was converted into 6.4666666 shares of Common Stock of the Company, which now constitutes approximately 97%, of the Company’s Common Stock. Effective May 18, 2016, the Company filed Articles of Exchange with the Nevada Secretary of State, a copy of which is attached hereto as Exhibit 3.1.

Each share of Common Stock, no par value, of the Merger Sub issued and outstanding immediately prior to Closing was converted into and was exchanged for 100 newly issued shares of Common Stock of CMT. Any shares issued pursuant to the conversion provisions contained in the Merger Agreement will not be and have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

As a condition of Closing, the Company delivered Cancellation of Indebtedness Agreements evidencing the cancellation of all prior outstanding notes payable, except for promissory notes in the aggregate amount of $20,000 which are payable upon obtaining DTC eligibility for the Company’s Common Stock.

At Closing, Timothy Warbington, Donald Dickerson, Thomas Ichim, PhD, and Amit Patel, MD were appointed as directors of the Company and Mr. White resigned from all positions with the Company. Following Closing the Board of Directors adopted the Code of Business Conduct and Ethics originally adopted by CMT on February 3, 2016.

Effective May 18, 2016, in connection with the Closing, the Company filed Articles of Merger with the Nevada Secretary of State evidencing the change of the Company’s name to “Creative Medical Technology Holdings, Inc.” This merger was between the Company and a newly formed Nevada corporation, Creative Medical Technology Holdings, Inc., which was formed solely to effect the Company’s name change.

FORM 10 DISCLOSURES

As disclosed elsewhere in this Current Report on Form 8-K, effective May 18, 2016, we acquired CMT upon consummation of the Closing of the Merger Agreement. Item 2.01(f) of Form 8-K provides that if a registrant was a “shell company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as we were immediately preceding the Closing, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act (“ Form 10 ”).

Accordingly, set forth below is the information that would be included in Form 10. Please note that the information provided below relates to the combined entity subsequent to the Closing, except that information relating to periods before the Closing relates only to the Company, unless otherwise specifically indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the Form 10 disclosures, contain “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements are based on our management’s expectations and assumptions about future events as of the date of this Current Report on Form 8-K, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product offerings, business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. We undertake no obligation to update, and we do not have a policy of updating or revising, these forward-looking statements.

* * * * *

Except where the context otherwise requires, the terms, “we,” “us,” “our” or the “Company” refer to the business of Creative Medical Technology Holdings, Inc. and its consolidated subsidiary, Creative Medical Technologies, Inc. “CMT” refers to Creative Medical Technologies, Inc., our wholly-owned subsidiary. CMT is our sole operating subsidiary. It was incorporated on December 30, 2015, and commenced business operations in February 2016. It comprises all of our operations as of the date of this Current Report on Form 8-K. All references in this report are to U.S. Dollars.

Item 1.

Business

Historical Background

We were incorporated on December 3, 1998, in the State of Nevada, and have one wholly owned subsidiary, CMT, which conducts all of our business operations. From our incorporation in 1998 through approximately June 2008, we were in the startup phase of our proposed business operations. Originally, Ronald Jolley, the initial director and Chief Executive Officer, intended to operate the Company as a telecommunications company by obtaining business service agreements. He was not successful in obtaining service contracts and decided to redefine the Company’s business plan to service industrial, commercial and residential lighting needs. Beginning in February 2000, we began selling lighting products for business and commercial applications in the greater metropolitan area of Utah County, Utah. In addition, we offered consulting services to help our customers achieve the optimum lighting solutions. To this end, we had agreements in place with local wholesale suppliers of electronics to purchase lamps and lighting products at wholesale prices. In turn, we sold the lighting products at a marked up cost to our customers.

In September 2002, we filed a registration statement to raise up to $75,000 for operating capital through the sale of our Common Stock by Mr. Jolley as selling agent for the proposed offering. Because of health problems of Mr. Jolley the registration statement was withdrawn in November 2002 and no funds were raised.

We had only limited operations during this startup phase through June 30, 2008, at which time we ceased all business operations because of increased competition in the industry, dwindling sales, and elevated costs associated with generating sales.

From March 2005 through February 2006 we issued 750,000 post reverse split shares for $15,000 to generate operating capital for the Company.

On August 2, 2007, the board authorized a reverse split of our outstanding shares of Common Stock at the rate of one share for each 10 shares outstanding. At the time of the reverse stock split we had 19,137,500 shares outstanding, which were reduced to 1,913,750 shares as a result of the reverse stock split.

On August 30, 2007, we issued 15,000,000 shares to Steven L. White for $15,000 in a transaction which changed the control of our company from Mr. Jolley to Mr. White. In connection with the stock purchase, Mr. White assumed management of our company and became the sole officer and director. The purpose of this change of control was to alter the business of the Company and permit us to seek potential operating target companies to acquire, or to be acquired by, in order to generate material business operations.

In August 2008 we completed a non-public offering of our common stock in which we issued 1,200,000 shares at $0.025 per share for gross proceeds of $30,000. The net proceeds of this offering were allocated and used for our operating costs.

Our principal executive offices are located at 2017 W Peoria Avenue, Phoenix, AZ 85029.

You are advised to read this Current Report on Form 8-K in conjunction with other reports and documents that we file from time to time with the Securities and Exchange Commission (“ SEC ”). In particular, please read our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K that we may file from time to time. You may obtain copies of these reports from the SEC at the SEC’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. In addition, the SEC maintains information for electronic filers (including us) at its website at www.sec.gov. The public may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Creative Medical Technologies

CMT was created as the urological arm of its parent company, Creative Medical Health, Inc., a Delaware corporation incorporated on October 31, 2011 (“ Creative Medical Health ”), to monetize the treatments or products developed or acquired by Creative Medical Health prior to creation of CMT and transferred to it after its incorporation. CMT has been engaged in the regenerative medicine field of male and female sexual dysfunction and infertility using stem cells. CMT acquired a patent for its erectile dysfunction (“ ED ”) treatment from Creative Medical Health and was granted a license by Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center, a non-profit biomedical research and education institute (“LABIOMED”), for the infertility treatment.

CMT is a development stage enterprise and intends to complete the testing of its ED treatment and, if warranted, market treatment kits to physicians for use with their patients suffering from ED. CMT is currently engaged in a 15-month clinical trial study being conducted at UCLA by LABIOMED on the efficacy and safety of the ED treatment. The study involves testing on 40 subjects and is intended to have a duration of 15 months. CMT also intends to test and, if warranted, market licensed stem cell products under its infertility technology license.

In connection with CMT’s organization, it sold 4,950,000 shares of its Common Stock to Creative Medical Health for $49,500, which shares were subsequently distributed by Creative Medical Health pro rata to its shareholders. In connection with the granting of the license by LABOMED to CMT for the infertility technology, CMT issued 50,000 shares of its Common Stock and also recorded an obligation to repay up to $1,800 to LABIOMED (for expenses which may be incurred in reviving and defending the patent). CMT also issued 10,000,000 shares of its Common Stock to its parent for the acquisition of the patent underlying the ED technology. At Closing CMT had 15,000,000 shares of its Common Stock issued and outstanding.

CMT has also entered into a line of credit evidenced by a Loan Agreement dated February 2, 2016, with Creative Medical Health for $50,000. CMT may draw upon this line of credit at any time through maturity date of the loan. The funds advanced under the line of credit are evidenced by an 8% Promissory Note dated February 2, 2016, maturing on April 30, 2017. At May 18, 2016, CMT had accessed $40,000 against this line of credit.

As a result of the Closing of the Merger Agreement, we are now a company engaged in stem cell research and applications for use to treat male and female sexual dysfunction, infertility and related issues. We are a development stage enterprise and intend to complete the testing of the ED treatment and, if warranted, market the treatment under the name “Caverstem” to physicians for use with their patients suffering from ED. Following further testing, we also intend to market licensed products under our infertility technology license and the female sexual dysfunction patent application.

Erectile Dysfunction Treatment

On February 3, 2016, CMT entered into a Patent Purchase Agreement with Creative Medical Health pursuant to which Creative Medical Health assigned to CMT its rights to US Patent No. 8,372,797, entitled “Treatment of Erectile Dysfunction by Stem Cell Therapy” which was issued to Creative Medical Health by the USPTO on February 12, 2013 (the “ ED Patent ”) and related know-how and technology. The closing of the Patent Purchase Agreement occurred effective February 2, 2016, and we issued the 10,000,000 shares of CMT’s Common Stock to Creative Medical Health.

While previous studies have demonstrated that stem cells can enhance blood vessel function, this patent application was the first to demonstrate that administration of stem cells can lead to enhanced erections. Aspects of this patent have already been clinically used. In one specific example, FDA approved bone marrow extraction devices used to concentrate bone marrow and to inject stem cells into the penile bodies. This procedure has been demonstrated safe and feasible in small patient studies.

Prior to the closing of the Patent Purchase Agreement, Creative Medical Health was in the process of commencing clinical trial studies on the efficacy and safety of the ED stem cell treatment. As a result of the purchase of the ED Patent by us, we will now take over the clinical trial studies. After the trial is completed, and if the data supports the treatment, we intend to market the technology with complete kits and training to medical doctors, who can practice the treatment for their patients.

Creative Medical Health entered into a Clinical Trial Agreement dated May 18, 2015, with LABIOMED and conducted by Dr. Jacob Rajfer with UCLA Harbor Hospital as its principal investigator. An IRB (Institutional Review Board) application has been submitted and approved. The purpose of the clinical trials is to evaluate the safety and efficacy of the ED stem cell treatment. Enrolment in the clinical trials began in December 2015 and the clinical trial began during first quarter 2016 with approximately 40 participants. On October 2015 Creative Medical Health entered into a Master Services Agreement dated November 15, 2015, with Professional Research Consulting, Inc., doing business as PRC Clinical, a contract research organization, to oversee the clinical trials. We estimate that the study will take approximately 15 months to complete. Under the terms of the Patent Purchase Agreement, Creative Medical Health assigned these agreements to us and we have assumed the duties and obligations under these agreements.

Procedures for use of our ED stem cell treatment consist of a one-hour out-patient visit in a physician’s office. The physician would harvest a patient’s bone marrow from the hip using local anesthetic and separate the stem cells using a cell separator. The separated and cleansed stem cells would then be injected into the patient’s venus cavernosa to stimulate muscle and generate blood vessel regeneration. Management believes that such treatment should result in a marked increase in duration and frequency of erections and the ability to sustain erections until orgasm, with no known treatment-associated adverse events. The current clinical trial is being conducted to validate the efficacy and safety of the treatment.

Infertility Treatment

The patent application for our infertility treatment covers novel means for treating male infertility using stem cells. The methods claimed in this patent describe implantation of stem cells into the testes of a mammal whereby stem cells may serve to address a deficiency of germ cells (developmental precursors of sperm cells), Sertoli cells (somatic cells that aid in sperm development) and/or Leydig cells (testosterone-producing cells). This invention was based on the discovery that bone marrow-derived stem cells can differentiate into germ cells, Sertoli cells and/or Leydig cells when transplanted into the testes of experimental animals.

We believe the administration of stem cells using the methods described in this patent application can be used to improve conditions related to male infertility and/or testosterone deficiency caused by aging, disease or trauma, including individuals with cancer that have undergone irradiation of the pelvic area or chemotherapy. Other conditions involving abnormalities of the testes and/or low sperm counts could also be addressed using these methods. We believe there is great interest in leveraging the therapeutic potential of bone marrow-derived stem cell populations, especially to address male fertility issues. According to a study by the CDC, of an estimated 3.3-4.6 million men in the U.S. that sought medical advice for fertility issues, 18% were diagnosed with infertility, with deficiencies in sperm numbers of quality being the primary underlying causes of male infertility.

We are in the process of designing a clinical trial for the infertility treatment and intend to continue to prosecute the patent application.

Female Sexual Dysfunction Treatment

There are many types of female sexual arousal disorders, some of which manifest as mental obstacles to sex. CMT’s current patent application would focus on physical manifestations of sexual arousal disorder, as an extension of their work with stem cell therapies for ED. The technology specifically targets atherosclerotic tissue, which basically means tissue and vessels through which blood cannot pass. Sometimes, lack of blood flow to the vagina and clitoris can make sex painful or even impossible. Research has demonstrated that vaginal engorgement and clitoral erection are important facets of sexual interaction for women. The technique developed by CMT uses regenerative cells (such as stem cells) to help encourage the process. We plan to design a trial and execute that trial in the future after we pursue the male infertility procedure.

Marketing

The first product we intend to market is the treatment for ED, which, if current clinical trials prove successful, would be ready to market approximately third quarter 2017. We intend to implement a multifaceted marketing approach which focus primarily on urologists. We anticipate attending conferences sponsored by the American Urological Association across the country beginning second quarter 2016. We also plan to attend physician seminars and training in Los Angeles, New York, Florida, and Texas. We further propose to create a print and television advertising campaign and print in-clinic handouts, posters, and white papers. During first calendar quarter of 2017 we intend to establish our marketing staff to implement our marketing strategy fully. Prior to then, our executive officers will be involved in marketing efforts. We also plan to publish the results of our clinical studies, if favorable, in prominent urological journals.

Intellectual Property

ED Patent . Creative Medical Health acquired the patent application for treatment of ED by stem cell therapy in July 2011 and prosecuted the application until the ED Patent was issued in 2013. We have closed a Patent Purchase Agreement dated February 3, 2016, with Creative Medical Health to acquire the ED Patent and related know-how and technology for 10,000,000 shares of our Common Stock. Creative Medical Health is in the process of filing the assignment documents with the U.S. Patent and Trademark Office.

Infertility License Agreement . Effective January 29, 2016, we entered into a License Agreement with LABIOMED granting us an exclusive license in the U.S. and its territories and possessions to make and market products or services authorized under LABIOMED’s U.S. Patent Application 14/508,763 (filed October 7, 2014, and claiming priority back to U.S. Ser. No. 60/790,085 filed on 4/7/2006). We also have the right, with LABIOMED’s consent, to grant sublicenses. The agreement obligates us to use our commercially reasonable efforts to develop and commercialize the licensed products and to initiate human clinical trials within specified times. If we fail to meet these milestones within the designated periods, LABIOMED may terminate the license or convert it to non-exclusive. Under the terms of the agreement we paid $5,000 to LABIOMED as a non-refundable license issue royalty, agreed to reimburse them up to $1,800 for its expenses in reviving the patent application, and issued 50,000 shares of CMT’s Common Stock. We are subject to a 6% royalty to LABIOMED on net sales of any licensed products and 25% on any non-royalty sublicense income. Commencing three years after the date of the agreement, and each subsequent year thereafter, we are required to pay annual maintenance royalties of $20,000, unless during the prior one-year period we paid $50,000 or more in actual royalty payments. Finally, we have agreed to pay them certain milestone payments upon achieving the milestones set forth in the agreement.

Female Sexual Dysfunction Patent Application . Dr.s Patel and Ichim, two of our directors, have assigned their patent application (U.S. Patent Application 62319753) for the use of regenerative cells as a treatment option for women who experience sexual desire, but have difficulty reaching the arousal stage to CMT. The patent application was filed with the U.S. Patent and Trademark Office on April 7, 2016.

Trademark and Trade Name. On April 14, 2015, Creative Medical Health was granted a trademark by the U.S. Patent and Trademark Office for the name “Caverstem.” On February 23, 2016 Creative Medical Health applied for a trademark for the name “Creative Medical Technologies.” Under the terms of the Patent Purchase Agreement Creative Medical Health has assigned these trademarks to us.

Government Regulation

Human cells, tissues or cellular or tissue-based products (“ HCT/Ps ”) intended for implantation, transplantation, infusion or transfer into a human recipient are regulated by the Center for Biologics Evaluation and Research (CBER) at the Food and Drug Administration (the “ FDA ”). Under the authority of section 361 of the Public Health Service (the “ PHS ”) Act, the FDA established regulations for HCT/Ps to prevent the introduction, transmission, and spread of communicable diseases. Under certain circumstances, an establishment may qualify for an exception from the requirements of the PHS. Section 1271.15(b) provides the following exception from regulation under the PHS: “You are not required to comply with the requirements of this part if you are an establishment that removes HCT/P’s from an individual and implants such HCT/P’s into the same individual during the same surgical procedure.” For the exception to apply, an establishment must meet three criteria: (i) Remove and implant the HCT/Ps into the same individual from whom they were removed; (ii) implant the HCT/Ps within the same surgical procedure; and (iii) the HCT/Ps remain in their original form, which means that they are only rinsed, cleaned, sized, or shaped in the procedure.

We believe that the above exemption would apply to the ED stem cell treatment under study and would not require further regulatory compliance.

Competition

There are a number of public and private companies engaged in stem cell research and applications for use to treat ED, infertility and other issues. Many of these have been engaged in this field for a significant period.

We believe that our key competitive factor will be completion of our clinical trial studies on our stem cell treatments. In particular, we believe that a successful result for the efficacy and safety of our ED treatment would differentiate us from our competitors, few of whom have commenced or completed clinical trials on similar treatments. Independent proof of the efficacy and safety of our ED treatment should permit us to market our ED treatment to physicians, whom we believe would be reluctant to use or prescribe an untested procedure such as ours or our competitors. We believe that if our clinical studies are successful, our patented ED stem cell treatment could become the standard of care by physicians for ED treatment using stem cells.

Employees

We have no employees, but we use and pay for the services of employees of our parent, Creative Medical Health. We have agreed to reimburse our parent company a flat monthly rate for the time spent by their management team on our business operations.

Legal Proceedings

There are no legal proceedings material to our business or financial condition pending and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

Item 1A.

Risk Factors

If one or more of the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the trading price of our Common Stock could fall. The following is a description of what we consider the key challenges and material risks to our business.

Risks Related to our Business and Industry

We have a limited operating history and have not yet generated any revenues.

CMT’s limited operating history, including operations by Creative Medical Health, in the ED treatment field, makes evaluating our business and future prospects difficult. CMT was incorporated on December 30, 2015, and organized in February 2016. We do not anticipate generating income from CMT’s operations until at least 2017, and only then if the continued testing of our ED treatment proves successful. To date we have generated no revenues. We intend in the longer term to derive substantial revenues from the sales of our ED treatment and other urological treatments, such as in the field of female sexual dysfunction and infertility. Development of our treatments for ED and other urological functions will require significant investment prior to commercial introduction, and we may never be able to successfully develop or commercialize the ED or any other treatments.

We will require additional funding to develop and commercialize our ED and other prospective stem cell product candidates. If we are unable to secure additional financing on acceptable terms, or at all, we may be forced to modify our current business plan or to curtail or cease our planned operations.

We anticipate incurring significant operating losses and using significant funds for planned research and operating activities. Our existing cash resources are insufficient to finance even our immediate operations. Accordingly, we will need to secure additional sources of capital to develop our business and product candidates, as planned. We intend to seek substantial additional financing through public and/or private financing, which may include equity and/or debt financings, research grants and through other arrangements, including collaborative arrangements. As part of such efforts, we may seek loans from certain of our executive officers, directors and/or current shareholders.

If we are unable to secure additional financing in the near term, we may be forced to:

curtail or abandon our existing business plans;

reduce our projected headcount;

default on any debt obligations;

file for bankruptcy;

seek to sell some or all of our assets; and/or

cease our operations.

If we are forced to take any of these steps our common stock may be worthless.

If we raise additional capital by issuing equity, equity-related or convertible securities, the economic, voting and other rights of our existing shareholders may be diluted, and those newly-issued securities may be issued at prices that are at a significant discount to current and/or then prevailing market prices. In addition, any such newly issued securities may have rights superior to those of our Common Stock. If we obtain additional capital through collaborative arrangements, we may be required to relinquish greater rights to our technologies or product candidates than we might otherwise have or become subject to restrictive covenants that may affect our business.

Each of our current product candidates is in an early stage of development and we may never succeed in developing and/or commercializing them. We depend heavily on the success of our ED product candidate, which is still in clinical trials. If we are unable to commercialize our ED treatment, our infertility treatment, or any future urological product candidates, or if we experience significant delays in doing so, our business may fail.

We intend to invest a significant portion of our efforts and financial resources in our ED treatment product candidate and depend heavily on its success. This treatment is currently in the clinical testing stage of development. We need to devote significant additional research and development, financial resources and personnel to develop additional commercially viable urological products, obtain regulatory approvals, if necessary, and establish a sales and marketing infrastructure. We are likely to encounter hurdles and unexpected issues as we proceed in the development of our ED treatment and our other product candidates. There are many reasons that we may not succeed in our efforts to develop our product candidates, including the possibility that our product candidates will be deemed ineffective or unsafe; our product candidates will be too expensive to manufacture or market or will not achieve broad market acceptance; others will hold proprietary rights that will prevent us from marketing our product candidates; or our competitors will market products that are perceived as equivalent or superior.

If our clinical trials on our stem cell treatments are unsuccessful or significantly delayed, or if we do not complete our clinical trials, we may not be able to commercialize our product candidates.

Our ED treatment has been studied in a limited number of patients to date. Even though our early data have been promising, we have not yet completed our current large-scale trial to establish the safety and efficacy of our ED treatment. In addition, we have not commenced clinical trials on our infertility treatment or our treatment for female sexual dysfunction. We may experience numerous unforeseen events during, or as a result of, our current or future clinical trials that could delay or prevent commercialization of our product candidates.

We may experience numerous unforeseen events during, or as a result of, the clinical trial process that could delay or prevent commercialization of our product candidates, including the following:

the trials may reveal that our product candidates are not sufficiently safe or effective or may find our cell culturing processes or facilities are unsatisfactory;

our clinical trials may produce negative or inconclusive results, and we may decide to conduct additional studies and/or trials or to abandon one or more of our development programs;

the FDA or similar foreign regulatory authorities may adopt new policies or adopt new regulations which could require regulatory approval of one or more of our proposed products;

there may be delays or failure in obtaining institutional review board approvals to conduct clinical trials at prospective sites;

we may suspend or terminate our clinical trials because the participating patients are being exposed to unacceptable health risks or undesirable side effects;

we may experience difficulties in managing multiple clinical sites;

enrollment in our clinical trials for our product candidates may occur more slowly than we anticipate, or we may experience high drop-out rates of subjects in our clinical trials, resulting in significant delays; and

our product candidates may be deemed unsafe or ineffective, or may be perceived as being unsafe or ineffective, by healthcare providers for a particular indication.

Failures or perceived failures in our clinical trials would delay and may prevent our product development and regulatory approval process, make it difficult for us to establish collaborations, negatively affect our reputation and competitive position and otherwise have a material adverse effect on our proposed business.

We depend on third parties to assist us in the conduct of our preclinical studies and clinical trials, and any failure of those parties to fulfill their obligations could result in costs and delays and prevent us from obtaining regulatory approval, if needed, or successfully commercializing our product candidates on a timely basis, if at all.

We may engage consultants and Clinical Research Organizations (“ CRO s”) to help design, and to assist us in conducting, our preclinical studies and clinical trials and to collect and analyze data from those studies and trials. The consultants and contract research organizations we engage interact with clinical investigators to enroll patients in our clinical trials. As a result, we depend on these consultants and CROs to perform the studies and trials in accordance with the investigational plan and protocol for each product candidate and in compliance with regulations and standards, commonly referred to as “good clinical practice”, for conducting, recording and reporting results of clinical trials to assure that the data and results are credible and accurate and the trial participants are adequately protected. We may face delays in our commercialization efforts if these parties do not perform their obligations in a timely or competent fashion or if we are forced to change service providers. Any third parties that we hire to conduct clinical trials may also provide services to our competitors, which could compromise the performance of their obligations to us. If these third parties do not successfully carry out their duties or meet expected deadlines, or if the quality, completeness or accuracy of the data they obtain is compromised due to their failure to adhere to our clinical trial protocols or for other reasons, our clinical trials may be extended, delayed or terminated or may otherwise prove to be unsuccessful. If there are delays or failures in clinical trials as a result of the failure to perform by third parties, our development costs will increase, and we may not be able to commercialize our product candidates. In addition, we may not be able to establish or maintain relationships with these third parties on favorable terms, if at all. If we need to enter into replacement arrangements because a third party is not performing in accordance with our expectations, we may not be able to do so without undue delays or considerable expenditures or at all.

The loss of or inability to retain key personnel could materially adversely affect our operations.

Our management includes a select group of experienced medical and technology professionals. The success of our operations will, in part, depend on the successful continued involvement of these individuals. If these individuals leave the employment of or engagement with us or Creative Medical Health, then our ability to operate will be negatively impacted. There can be no assurance that we will be successful in retaining key personnel.

Risks Related to Our Intellectual Property

We hold certain intellectual property rights and intend to acquire additional intellectual property rights in the future. Our success will be dependent in large part on safeguarding our intellectual property rights and obtaining or retaining patent and other proprietary protection for our product candidates.

We have purchased the patent for our ED treatment and have a license to use the process for our infertility treatment. The ED treatment is protected by a patent which expires on 2026. We hold a license for the infertility under a patent application made by the licensor. Our business plan is to acquire additional patent licensing rights in the urological field, or other rights which may not be protected by patents. Our commercial success will depend to a significant degree on our ability to:

compel the owners of the patents licensed to us to defend and enforce such patents, to the extent such patents may be applicable to our products and material to their commercialization;

obtain new patent and other proprietary protection for acquired or developed product candidates;

obtain and/or maintain appropriate licenses to patents, patent applications or other proprietary rights held by others with respect to our technology, both in the United States and other countries;

preserve intellectual property rights relating to our product candidates; and

operate without infringing the patents and proprietary rights of third parties.

Failure to obtain adequate patent protection for our product candidates, the failure of our licensors to protect our licensed patent rights, or the failure to protect our existing patent rights, may impair our ability to be competitive. The availability of infringing products in markets where we have patent protection, or the availability of competing products in markets where we do not have adequate patent protection, could erode the market for our product candidates, negatively impact the prices we can charge for our product candidates, and harm our reputation if infringing or competing products are manufactured to inferior standards.

Patents acquired by us may not be valid or enforceable, and may be challenged by third parties.

We cannot assure you that any patents issued or licensed to us would be held valid by a court or administrative body or that we would be able to successfully enforce our patents against infringers, including our competitors. The issuance of a patent is not conclusive as to its validity or enforceability, and the validity and enforceability of a patent is susceptible to challenge on numerous legal grounds. Challenges raised in patent infringement litigation brought by or against us may result in determinations that patents that have been issued or licensed to us or any patents that may be issued to us or our licensors in the future are invalid, unenforceable or otherwise subject to limitations. In the event of any such determinations, third parties may be able to use the discoveries or technologies claimed in these patents without paying licensing fees or royalties to us, which could significantly diminish the value of our intellectual property and our competitive advantage. Even if our patents are held to be enforceable, others may be able to design around our patents or develop products similar to our products that are not within the scope of any of our patents.

In addition, enforcing the patents that have been licensed to us and any patents that may be issued to us in the future against third parties may require significant expenditures regardless of the outcome of such efforts. Our inability to enforce our patents against infringers and competitors may impair our ability to be competitive and could have a material adverse effect on our business.

If we are not able to protect and control unpatented trade secrets, know-how and other technological innovation, we may suffer competitive harm.

We may also rely on unpatented technology, trade secrets, confidential information and proprietary know-how to protect our technology and maintain our competitive position, especially when we do not believe that patent protection is appropriate or can be obtained. Trade secrets are difficult to protect. In order to protect proprietary technology and processes, we rely in part on confidentiality and intellectual property assignment agreements with our employees, consultants and others. These agreements generally provide that the individual must keep confidential and not disclose to other parties any confidential information developed or learned by the individual during the course of the individual’s relationship with us except in limited circumstances. These agreements generally also provide that we shall own all inventions conceived by the individual in the course of rendering services to us. These agreements may not effectively prevent disclosure of confidential information or result in the effective assignment to us of intellectual property, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information or other breaches of the agreements. In addition, others may independently discover trade secrets and proprietary information that have been licensed to us or that we own, and in such case we could not assert any trade secret rights against such party.

Enforcing a claim that a party illegally obtained and is using trade secrets that have been licensed to us or that we own is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. Costly and time-consuming litigation could be necessary to seek to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could have a material adverse effect on our business. Moreover, some of our academic institution licensors, collaborators and scientific advisors have rights to publish data and information to which we have rights. If we cannot maintain the confidentiality of our technologies and other confidential information in connection with our collaborations, our ability to protect our proprietary information or obtain patent protection in the future may be impaired, which could have a material adverse effect on our business.

Risks Related to Our Common Stock

The beneficial ownership of our Common Stock is concentrated among existing executive officers and directors.

Creative Medical Health, our executive officers, and our directors own beneficially, in the aggregate, approximately 79.34% of the outstanding Common Stock, including 64,666,667 shares owned by Creative Medical Health. As a result, they will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, amendments to our Articles of Incorporation, and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

The public trading market for our Common Stock is volatile and will likely result in higher spreads in stock prices.

Our Common Stock is trading in the over-the-counter market and is quoted on the OTC Pink. The over-the-counter market for securities has historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as our ability to implement our business plan, as well as economic conditions and quarterly variations in our results of operations, may adversely affect the market price of our Common Stock. In addition, the spreads on stock traded through the over-the-counter market are generally unregulated and higher than on stock exchanges, which means that the difference between the price at which shares could be purchased by investors on the over-the-counter market compared to the price at which they could be subsequently sold would be greater than on these exchanges. Significant spreads between the bid and asked prices of the stock could continue during any period in which a sufficient volume of trading is unavailable or if the stock is quoted by an insignificant number of market makers. We cannot insure that our trading volume will be sufficient to significantly reduce this spread, or that we will have sufficient market makers to affect this spread. These higher spreads could adversely affect investors who purchase the shares at the higher price at which the shares are sold, but subsequently sell the shares at the lower bid prices quoted by the brokers. Unless the bid price for the stock increases and exceeds the price paid for the shares by the investor, plus brokerage commissions or charges, shareholders could lose money on the sale. For higher spreads such as those on over-the-counter stocks, this is likely a much greater percentage of the price of the stock than for exchange listed stocks. There is no assurance that at the time the shareholder wishes to sell the shares, the bid price will have sufficiently increased to create a profit on the sale.

Because our shares are designated as “penny stock”, broker-dealers will be less likely to trade in our stock due to, among other items, the requirements for broker-dealers to disclose to investors the risks inherent in penny stocks and to make a determination that the investment is suitable for the purchaser.

Our shares are designated as “penny stock” as defined in Rule 3a51-1 promulgated under the Exchange Act and thus may be more illiquid than shares not designated as penny stock. The SEC has adopted rules which regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks are defined generally as: non-Nasdaq equity securities with a price of less than $5.00 per share; not traded on a “recognized” national exchange; or in issuers with net tangible assets less than $2,000,000, if the issuer has been in continuous operation for at least three years, or $10,000,000, if in continuous operation for less than three years, or with average revenues of less than $6,000,000 for the last three years. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’s account, to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that is subject to the penny stock rules. Since our securities are subject to the penny stock rules, investors in the shares may find it more difficult to sell their shares. Many brokers have decided not to trade in penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. The reduction in the number of available market makers and other broker-dealers willing to trade in penny stocks may limit the ability of purchasers in this offering to sell their stock in any secondary market. These penny stock regulations, and the restrictions imposed on the resale of penny stocks by these regulations, could adversely affect our stock price.

Our board of directors can, without stockholder approval, cause Preferred Stock to be issued on terms that adversely affect common shareholders.

Under our Articles of Incorporation, our board of directors is authorized to issue up to 10,000,000 shares of Preferred Stock, none of which are issued and outstanding as of the date of this report. Also, our Board of Directors, without shareholder approval, may determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares. If the board causes any shares of Preferred Stock to be issued, the rights of the holders of our Common Stock could be adversely affected. The board’s ability to determine the terms of Preferred Stock and to cause its issuance, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. Preferred shares issued by the Board of Directors could include voting rights, or even super voting rights, which could shift the ability to control the Company to the holders of the Preferred Stock. Preferred shares could also have conversion rights into shares of Common Stock at a discount to the market price of the Common Stock which could negatively affect the market for our Common Stock. In addition, preferred shares would have preference in the event of liquidation of the Company, which means that the holders of preferred shares would be entitled to receive the net assets of the Company distributed in liquidation before the Common Stock holders receive any distribution of the liquidated assets.

We have not paid, and do not intend to pay in the near future, dividends on our common shares and therefore, unless our Common Stock appreciates in value, our shareholders may not benefit from holding our Common Stock.

We have not paid any cash dividends since inception. Although we anticipate allocating funds for payment of dividends from future earnings, if any, we do not anticipate this occurring until we complete testing of our ED treatment and generating earnings from marketing of the ED treatment, of which there is no assurance. Therefore, any return on the investment made in our shares of Common Stock will likely be dependent initially upon the shareholder’s ability to sell our common shares in the open market, if one should develop, at prices in excess of the amount paid for our common shares and broker commissions on the sales.

Shares of our Common Stock that have not been registered under federal securities laws are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a former “shell company.”

Prior to the closing of the Merger Agreement, we were deemed a “shell company” under applicable SEC rules and regulations because we had no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. Pursuant to Rule 144 promulgated under the Securities Act, as amended, sales of the securities of a former shell company, such as us, under that rule are not permitted (i) until at least 12 months have elapsed from the date on which this Report, reflecting our status as a non-shell company, is filed with the SEC and (ii) unless at the time of a proposed sale, we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and have filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports. Unless we register such shares for sale under the Securities Act, our stockholders will be forced to hold their shares of our Common Stock for at least that 12-month period before they are eligible to sell those shares pursuant to Rule 144, and even after that 12-month period, sales may not be made under Rule 144 unless we and the selling stockholders are in compliance with other requirements of Rule 144. Further, it will be more difficult for us to raise funding to support our operations through the sale of debt or equity securities unless we agree to register such securities under the Securities Act, which could cause us to expend significant time and cash resources. The lack of liquidity of our securities as a result of the inability to sell under Rule 144 for a longer period of time than a non-former shell company could cause the market price of our securities to decline.

Item 2.

Financial Information

Except as provided below, the information required by this Item 2 of Form 10 for Jolley Marketing, Inc. was previously reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on April 14, 2016, and in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, filed with the SEC on May 13, 2016. The following information includes disclosure for CMT as reflected in its financial statements for the period ended February 29, 2016, and include as Exhibit 99.6 to this report (the “ CMT Financial Statements ”).

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Forward-looking statements can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology. These risks and uncertainties include the following:

international, national and local general economic and market conditions;

our ability to successfully introduce our products to market;

our ability to sustain, manage, or forecast growth;

our ability to successfully make acquisitions of new technologies; new product development and introduction;

existing government regulations and changes in, or the failure to comply with, government regulations;

adverse publicity;

competition; the failure to secure and maintain significant customers or suppliers;

fluctuations and difficulty in forecasting operating results;

changes in business strategy or development plans;

results of testing and clinical trials of our products; business disruptions;

the ability to attract and retain qualified personnel;

the ability to protect technology; and

other risks that might be detailed from time to time.

Although the forward-looking statements in this Current Report on Form 8-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this Current Report on Form 8-K as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

On May 18, 2016, Creative Medical Technology Holdings, Inc., formerly known as Jolley Marketing, Inc., a Nevada corporation (the “ Company ”, “ we ”, “ our ”, or “ us ”), closed (the “ Closing ”) the Agreement and Plan of Merger (the “ Merger Agreement ”) with Creative Medical Technologies, Inc., a Nevada corporation (“ CMT ”), Steven L. White, the principal shareholder and the sole officer and director of the Company (“ Mr. White ”), and Jolley Acquisition Corp., a Nevada corporation and wholly owned subsidiary of the Company (the “ Merger Sub ”). As a result of the Closing of the Merger Agreement, the Merger Sub was merged with and into CMT with CMT being the surviving corporation and CMT became a wholly-owned subsidiary of the Company. Upon completion of the transaction, we acquired CMT (which is now our wholly-owned subsidiary) and became a company engaged in stem cell research and applications for use to treat ED, infertility and other issues. CMT was incorporated in the State of Nevada on December 30, 2015. All references to the Company after the Closing shall refer to Creative Medical Technology Holdings, Inc. and Creative Medical Technologies, Inc., collectively.

We are considered to be a development stage company, since we are devoting substantially all of our efforts to establishing our business and because our planned principal operations have not commenced. Our fiscal year end is December 31 ^st . We have acquired the licensing rights for our infertility treatments, purchased the patent for our ED treatments, and filed a patent application for our female sexual dysfunction treatment.

Cash investment in our Company has totaled $49,500, net of related expenses, from incorporation through May 18, 2016. We have also entered into a loan agreement with our parent company, Creative Medical Health, to provide up to $50,000 in operating funds, of which $40,000 has been borrowed as of May 18, 2016.

CMT Operating Results

Net Revenues and Cost of Revenues . As stated in Note 1 to the accompanying CMT Financial Statements under “Revenue,” CMT generated no revenue producing operations from December 30, 2015 to February 29, 2016.

Research and Development Expenses. Research and development expenses during the period covered by the CMT Financial Statements were $3,864 for clinical research costs.

General and Administrative and Management Expenses . General and administrative and management expenses for the period were $4,493 and management expenses consisted of accrued compensation reimbursements to Creative Medical Health of $70,000.

Liquidity and Capital Resources

As of February 29, 2016, our principal source of liquidity was funds received from the sale of our Common Stock to Creative Medical Health, our parent company, in the amount of $49,500. Going forward, our short-term funding needs are expected to be satisfied by funds to be loaned to us by our parent entity. Our long-term liquidity needs are expected to be satisfied through this and future offerings of our equity securities. We do not have any arrangements, agreements, or sources for long-term funding.

Our only commitments for expenditures relate to the completion of the clinical studies for the ED stem cell treatment and general and administrative costs, including reimbursements to our parent company for services performed by their executive officers on our behalf. During the next 12 months we also anticipate commencing marketing activities for our ED treatment in preparation for completion of the clinical trials.

Plan of Operations

We anticipate that if our clinical studies on our ED stem cell treatment are successful, we can commence marketing kits for the treatment in 2017. For the next 12 months our plan of operations is to complete these clinical trials and commence manufacture of the kits. We estimate the costs to complete the clinical trials will be approximately $600,000, excluding overhead and other costs associated with maintaining our company structure. We believe that our current cash on hand would meet our cash flow requirements for only a few more months. If we are unable to obtain further financing, we may seek alternative sources of funding or revise our business plan. We currently have no alternative sources for funding.

Item 3.

Properties

Properties

We use at no cost a portion of the offices of Creative Medical Health as our principal executive offices. The office space used by us consists of 2,400 square feet located at 2017 W Peoria Avenue, Phoenix, Arizona. The building is owned by an entity controlled by Timothy Warbington, an executive officer and director and one of our principal shareholders, and the current lease between this entity and Creative Medical Health expires in 2022. Management believes that this space is adequate to meet its current and foreseeable needs.

Item 4.

Security Ownership of Certain Beneficial Owners and Management

The following table and footnotes thereto sets forth information regarding the number of shares of Common Stock beneficially owned immediately following the Closing of the Merger Agreement by (i) each director and named executive officer of the Company, (ii) each person known by the Company to be the beneficial owner of 5% or more of its issued and outstanding shares of Common Stock, and (iii) all named executive officers and directors of the Company as a group. In calculating any percentage in the following table of Common Stock beneficially owned by one or more persons named therein, the following table assumes 100,013,750 shares of Common Stock issued and outstanding immediately following the closing of the transaction. Unless otherwise further indicated in the following table, the footnotes thereto and/or elsewhere in this Current Report on Form 8-K, the persons and entities named in the following table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable. Unless as otherwise indicated in the following table and/or the footnotes thereto, the address of each person beneficially owning in excess of 5% of the outstanding Common Stock named in the following table is: 2017 W Peoria Avenue, Phoenix, Arizona 85029.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership ⁽¹⁾			Percent of Class ⁽¹⁾
Named Executive Officers and Directors
Timothy Warbington		71,133,334	⁽²⁾		71.1%
Donald Dickerson		1,293,333			1.3%
Thomas Ichim PhD		2,586,667	⁽³⁾		2.59%
Amit Patel, MD		3,880,000	⁽⁴⁾		3.8%
Steven L. White		-			-
Executive Officers and Directors as a Group (5 Persons)		79,346,001			79.4%
5% Beneficial Holders
Creative Medical Health, Inc. ⁽⁵⁾ 2007 W Peoria Ave Phoenix, AZ 85029		64,666,667			64.7%
Timothy Herbst 2031 W. Peoria Ave. Phoenix, AZ 85029		10,346,667			10.45%


	⁽¹⁾	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding on the date of this Current Report on Form 8-K.


	⁽²⁾	Includes 64,666,667 shares owned by Creative Medical Health, Inc., for which Mr. Warbington serves as President and Chief Executive Officer.


	⁽³⁾	These shares are held by Biotech Holdings LLC, a limited liability company controlled by Mr. Ichim.


	⁽⁴⁾	These shares are held by Jadi Cells, LLC, a limited liability company controlled by Mr. Patel.


	⁽⁵⁾	Mr. Warbington, as President and CEO, has voting and investment power over these shares.

Item 5.

Directors and Executive Officers

The following table sets forth information concerning our directors and executive officers each of whom was appointed in the Closing effective May 18, 2016:


Name	Position	Age
*Executive Officers* :
Timothy Warbington	President and Chief Executive Officer	54
Donald Dickerson	Chief Financial Officer & Senior Vice-President	51
Annette Marleau, PhD	Senior Vice-President	41

*Directors* :
Timothy Warbington	Director	54
Thomas Ichim, PhD	Director	40
Amit Patel, MD	Director	42
Donald Dickerson	Director	51

Directors are elected annually at the annual meeting of shareholders. Each director holds office until the next annual meeting of shareholders at which his or her term expires and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal pursuant to our bylaws. Officers are elected by the Board at the annual meeting of the Board held each year immediately following the annual meeting of the shareholders, and each officer holds office until the next annual meeting at which officers are to be elected and until his or her successor is elected and qualified, or until his or her earlier resignation or removal pursuant to our bylaws.

Business Experience of Executive Officers and Directors

The information below sets forth the employment background of the above persons, and any directorships held by them during the last five years in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Timothy Warbington. Mr. Warbington has served as a director and as Chief Executive Officer of CMT since February 2016 and has served as a director, Chief Executive Officer and President of Creative Medical Health since October 2011. He has over 25 years of executive level management experience. Mr. Warbington received a Bachelor’s Degree in Accounting from Arizona State University in 1984. From 1993 through 2007 he owned and operated a multi-million dollar national agricultural (produce) and finance company with annual revenues of $5,000,000 to $12,000,000. Prior to that, he served as Chief Operating Officer of the U.S. subsidiary of a British firm engaged in the international food trade. For eight years, Mr. Warbington has invested in the biotechnology industry and has provided strategic and tactical advice as a consultant to a publically traded bio-tech firm. In connection with this experience, he has built a network of scientists, physicians and executives to participate as executive officers and directors of Creative Medical Health.

Dr. Thomas Ichim. Dr. Ichim has served as a director and as President of CMT since February 2016, and has served as a director and Vice-President of Creative Medical Health, and as President of the Biotech Division, since October 2011. From 2007 until 2015 he served as Chief Science Officer, Chief Executive Officer, and President, and was a director, of MediStem Inc., a San Diego-based company engaged in development of endometrial regenerative cells which was acquired in 2014 by Intrexon Corporation for $26,000,000. From 2004 until 2007 he served as program manager for biorasi LLC, a clinical research organization. He also served as a director of Regen BioPHarma, Inc., a publicly traded biotechnology company, from 2012 until 2015. In 2005 Dr. Ichim received his PhD in Immunology from University of Sciences Arts and Technology, Olveston Monserrat; in 1999 he received a MSc in Microbiology and Immunology from University of Western Ontario, London, Ontario, Canada; and in 1994 he received a BSc in Biology from the University of Waterloo, Waterloo, Ontario, Canada.

Donald Dickerson. Mr. Dickerson has served as a director and as Chief Financial Officer and Senior Vice-President of CMT since February 2016, and has served as a director and as Vice President and Chief Operating Officer of Creative Medical Health since June 2014. He received his Masters of Business Administration in Finance from the University of Southern California in May 2002. Mr. Dickerson has worked in a number of management and accounting positions and has experience with companies in the technology, manufacturing and health sciences area. From October 2003 until February 2009 he was employed as a vice-president for JP Morgan Chase in finance; from March 2009 until May 2014 he served as a director for GMT Ventures in finance and operations; and from June 2011 until May 2014 he also served as CFO for Medistem, Inc. in finance.

Annette Marleau. Ms. Marleau has served as a Senior Vice-President of CMT since February 2016, and has served as Vice President and Chief Scientific Officer for Creative Medical Health since March 2014. Prior to joining Creative Medical Health, Dr. Marleau was the Director of Tumor Immunology at Aethlon Medical Inc. from 2011 until 2014. Dr. Marleau received her PhD in Immunology from the University of Western Ontario in 2004, received a MS in Reproductive Immunology from Ontario Veterinary Collateral, University of Guelph, Canada in 1999; and a BS in Biology from the University of Waterloo, Canada.

Dr. Amit N. Patel. Dr. Patel has served as a director of CMT since February 2016 and a director of Creative Medical Health since October 2011. He has been a practicing heart surgeon since 2008. Dr. Patel received his medical degree in 1998 from Case Western Reserve University, Cleveland, Ohio. He currently holds the following positions at the University of Utah; Associate Professor, Department of Surgery, Division of Cardiothoracic Surgery and Director Clinical Regenerative Medicine and Tissue Engineering. Dr. Patel has an MD from Case Western Reserve University. Dr. Patel is an accomplished inventor and has been the formulator of the Company’s Bionutraceutical® products. He is also a director of Jadi Cell LLC, a research facility located in Salt Lake City, Utah.

Legal Proceedings

During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of the persons nominated to become directors or executive officers upon closing of the Merger Agreement, and none of these persons has been involved in any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Family Relationships

There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer, except for Dr. Ichim and Dr. Marleau who are husband and wife.

Director Independence

We have adopted the independence standards of the NYSE MKT LLC, to determine the independence of directors. These standards provide that a person will be considered an independent director if he or she is not an officer of the company and is, in the view of the Company’s board of directors, free of any relationship that would interfere with the exercise of independent judgment. Under this standard, The Board of Directors has determined that Thomas Ichim, PhD and Amit Patel, MD would meet this standard, and therefore, would be considered to be independent.

We do not have standing compensation, nominating, or audit committees of the Board, or committees performing similar functions. We intend to form these committees in the near future.

Item 6.

Executive Compensation

Except as provided below, the information required by Item 6 of Form 10 was previously reported by the Company in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on April 14, 2016.

Except as described below, the Company has not entered into any employment or compensation agreements or arrangements with Messrs. Warbington, Ichim, Dickerson, and Patel and Mrs. Marleau for their services as officers or directors of the Company. Each of these persons is employed by Creative Medical Health and will continue to receive his or her salary from Creative Medical Health for services performed for CMT and our Company. We have agreed to reimburse Creative Medical Health for the services performed for CMT and our Company by Creative Medical Health employees beginning January 1, 2016. The following table sets forth the amount of monthly compensation expense CMT has agreed to reimburse to Creative Medical Health for its senior executive officers:


Name	CMT Position	Monthly Reimbursement
Timothy Warbington	Chief Executive Officer	$12,500
Donald Dickerson	Chief Financial Officer	$12,500
Annette Marleau	Senior Vice-President	$4,167

In addition, Creative Medical Health has a consulting agreement with Dr. Patel and commencing January 1, 2016, CMT has agreed to reimburse Creative Medical Health $12,500 per month for time allocated by Dr. Patel to CMT and our Company. We have also agreed to reimburse Creative Medical Health for the services of Thomas Ichim, PhD, one of our directors, at the rate of $8,334 per month.

Following Closing of the Merger Agreement, we adopted the Stock Incentive Plan of CMT, under which we are authorized to grant awards for up to 2,000,000 common shares. No awards have been granted under the plan.

Item 7.

Certain Relationships and Related Transactions, and Director Independence

Except as provided below, the information required by Item 7 of Form 10 was previously reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on April 14, 2016.

On May 18, 2016, we closed the Merger Agreement with CMT, Mr. White, and the Merger Sub. As a result of the closing, the Merger Sub was merged with and into CMT with CMT being the surviving corporation and CMT became a wholly-owned subsidiary of the Company. Mr. White, who was the majority shareholder of the Company prior to the closing, sold 15,100,000 shares of Common Stock, $0.001 par value, of the Company owned by him to the Company following closing for $5,000, after which the shares were cancelled by the Company.

In connection with the acquisition transaction, Creative Medical Health advanced $25,000 to the Company for payment of certain obligations and purchase of Mr. White’s stock. Prior to the execution of the Merger Agreement, $13,255.70 was advanced for the payment of certain accounts payable and other obligations. At Closing, Creative Medical Technologies advanced the balance of the $25,000 to the Company for the purchase of Mr. White’s shares and the payment of remaining accounts payable of the Company. The amounts advanced by Creative Medical Health are evidenced by a promissory note, a copy of which is attached hereto as Exhibit 99.1. In addition, the Company settled all outstanding promissory notes payable, except for promissory notes not exceeding $20,000, which will be paid upon the Company obtaining DTC eligibility.

Each share of Common Stock, no par value, of the Merger Sub issued and outstanding immediately prior to Closing was converted into and was exchanged for 100 newly issued shares of Common Stock of CMT. Any shares issued pursuant to the conversion provisions contained in the Merger Agreement will not be and have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

At closing, Timothy Warbington, Donald Dickerson, Thomas Ichim, PhD, and Amit Patel, MD were appointed as directors of the Company and Mr. White resigned from all positions with the Company.

Item 8.

Legal Proceedings

Neither the Company nor CMT, or any of their properties, are currently party to any legal proceedings. We are not aware of any legal proceedings in which any director, officer or affiliate of our company, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, or affiliate of our company, or security holder is a party adverse to us or our subsidiary or has a material interest adverse to us or our subsidiary.

Item 9.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Except as provided below, the information required by Item 9 of Form 10 was previously reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on April 14, 2016.

The Company was a shell company prior to the filing of this Current Report on Form 8-K. Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies, like us. The SEC has codified and expanded this position in amendments to Rule 144 by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

As a result, it is likely that pursuant to Rule 144 our stockholders will be able to sell their shares of our common stock without registration from and after the one year anniversary of our filing of this Current Report on Form 8-K.

As of the close of business on May 18, 2016, giving effect to the Closing, there were approximately 75 holders of record of our Common Stock and an undetermined number of beneficial owners.

Item 10.

Recent Sales of Unregistered Securities

Except as provided below, the information required by Item 10 of Form 10 was previously reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on April 14, 2016.

In connection with the Closing on May 18, 2016, we issued an aggregate of 97,000,000 common shares to the shareholders of CMT in exchange for all of the outstanding common shares of CMT. Each of these parties was a sophisticated investor as defined in Rule 506(b) of Regulation D and was furnished with information required pursuant to Rule 502(b) of Regulation D. Also following the Closing, we purchased and cancelled 15,100,000 shares which were owned by Mr. White.

Each of the above shareholders delivered appropriate investment representations with respect to these securities sold and consented to the imposition of restrictive legends upon the stock certificates representing the shares. No shareholder entered into the transaction with us as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. Each shareholder was also afforded the opportunity to ask questions of our management and to receive answers concerning the terms and conditions of the merger transaction. These securities were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of these securities.

Item 11.

Description of Registrant’s Securities to be Registered

General

Our authorized capital stock consists of 600,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, par value $0.001 per share. Following Closing management intends to reduce the number of authorized shares. We have not issued any preferred shares. Our Board of Directors can, without shareholder approval, cause shares of Preferred Stock to be issued and may determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares. If the board causes any shares of Preferred Stock to be issued, the rights of the holders of our Common Stock could be adversely affected. The board’s ability to determine the terms of Preferred Stock and to cause its issuance, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. Preferred shares issued by the board of directors could include voting rights, or even super voting rights, which could shift the ability to control the Company to the holders of the Preferred Stock. Preferred shares could also have conversion rights into shares of Common Stock at a discount to the market price of the Common Stock which could negatively affect the market for our Common Stock. In addition, preferred shares would have preference in the event of liquidation of the Company, which means that the holders of preferred shares would be entitled to receive the net assets of the Company distributed in liquidation before the Common Stock holders receive any distribution of the liquidated assets. We have no current plans to issue any shares of Preferred Stock.

Common Stock

We are authorized to issue up to 600,000,000 shares of $0.001 par value Common Stock, which we intend to reduce following Closing. The holders of common stock, including the shares offered hereby, are entitled to equal dividends and distributions, per share, with respect to the Common Stock when, as and if declared by the Board of Directors from funds legally available therefore. No holder of any shares of Common Stock has a pre-emptive right to subscribe for any securities of our company nor are any common shares subject to redemption or convertible into other securities of our company. Upon liquidation, dissolution or winding up of our company, and after payment of creditors and preferred shareholders, if any, the assets will be divided pro-rata on a share-for-share basis among the holders of the shares of Common Stock.

Each share of Common Stock is entitled to one vote with respect to the election of any director or any other matter upon which shareholders are required or permitted to vote. Under Nevada corporate law, holders of our company’s common stock do not have cumulative voting rights, so that the holders of more than 50% of the combined shares voting for the election of directors may elect all of the directors, if they choose to do so and, in that event, the holders of the remaining shares will not be able to elect any members to our Board of Directors.

Nevada Anti-Takeover Laws

The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our Common Stock from the control share acquisition act. The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and (2) does business in Nevada directly or through an affiliated corporation.

At this time, we do not have 100 stockholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.

The Nevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having; (1) an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; (2) an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing 10 percent or more of the earning power or net income of the corporation. An “interested stockholder” means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of: (1) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock. The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our Board of Directors.

Currently, we have no Nevada shareholders. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the effect of delaying or preventing a change in our control.

Dividend Policy

We have never declared or paid any cash dividends on our Common Stock. We intend to develop a dividend policy in the future as we complete the testing of the ED treatment and commence marketing efforts.

Item 12.

Indemnification of Directors and Officers

Nevada law expressly authorizes a Nevada corporation to indemnify its directors, officers, employees, and agents against liabilities arising out of such persons’ conduct as directors, officers, employees, or agents if they acted in good faith, in a manner they reasonably believed to be in or not opposed to the best interests of the company, and, in the case of criminal proceedings, if they had no reasonable cause to believe their conduct was unlawful. Generally, indemnification for such persons is mandatory if such person was successful, on the merits or otherwise, in the defense of any such proceeding, or in the defense of any claim, issue, or matter in the proceeding. In addition, as provided in the articles of incorporation, bylaws, or an agreement, the corporation may pay for or reimburse the reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition if such person furnishes to the corporation an undertaking to repay such expenses if it is ultimately determined that he did not meet the requirements. In order to provide indemnification, unless ordered by a court, the corporation must determine that the person meets the requirements for indemnification. Such determination must be made by a majority of disinterested directors; by independent legal counsel; or by a majority of the shareholders.

Section 2 of Article X of our Articles of Incorporation provides that we are required to indemnify, and advance expenses as they are incurred to, any person who was or is a party or is threatened to be made a party to any threatened or completed action, suit or proceeding, whether civil or criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee, agent or fiduciary of our company, or who is serving at our request or direction as a director, officer, employee, agent or fiduciary of another corporation or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with the action, suit, or proceeding. The advancement of expenses in these actions is contingent upon the person undertaking to repay the amounts advanced if it is ultimately determined that such person was not entitled to indemnification. Article VIII of our Bylaws also mandates similar indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 13.

Financial Statements and Supplementary Data

The financial statements included in Item 9.01 of this Current Report on Form 8-K are incorporated by reference in this Item 13. Our audited financial statements for our fiscal years ended December 31, 2015 and 2014 were previously reported by us in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on April 14, 2016, and our unaudited financial statements for the quarter ended March 31, 2016, were previously reported by us in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, filed with the SEC on May 13, 2016.

Item 14.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

On or about September 25, 2015, Anderson Bradshaw PLLC (“ Anderson Bradshaw ”), the principal accountant for the Company, ceased its accounting practice for SEC reporting companies. On September 28, 2015, we dismissed Anderson Bradshaw as our principal accountant and engaged Heaton & Company, PLLC (“ Heaton ”), as our principal accountant for our fiscal year ended December 31, 2015 and the interim periods for 2015. The decision to change principal accountants was approved by our Board of Directors.

None of the reports of Anderson Bradshaw on our financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles except that the reports of Anderson Bradshaw included in our Annual Reports on Form 10-K for 2014 and 2013 did include a paragraph disclosing uncertainty about our ability to continue as a going concern.

There were no disagreements between the Company and Anderson Bradshaw, for the two most recent fiscal years and any subsequent interim period through September 28, 2015 (date of dismissal) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Anderson Bradshaw, would have caused them to make reference to the subject matter of the disagreement in connection with its report. Further, Anderson Bradshaw has not advised us that:

internal controls necessary to develop reliable financial statements did not exist; or

information has come to the attention of Anderson Bradshaw which made it unwilling to rely upon management’s representations, or made it unwilling to be associated with the financial statements prepared by management; or

the scope of the audit should be expanded significantly, or information has come to the attention of Anderson Bradshaw that they have concluded will, or if further investigated, might materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended December 31, 2015.

On or about September 28, 2015, we engaged Heaton as our principal accountant to audit our financial statements as successor to Anderson Bradshaw. During our two most recent fiscal years or subsequent interim period, we have not consulted with the entity of Heaton regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor did the entity of Heaton provide advice to us, either written or oral, that was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue.

Further, during our two most recent fiscal years or subsequent interim period, we have not consulted Heaton on any matter that was the subject of a disagreement or a reportable event.

Item 15.

Financial Statements and Exhibits

The disclosures set forth in Item 9.01 of this Current Report on Form 8-K are incorporated by reference in this Item 15. Our audited financial statements for its fiscal years ended December 31, 2015 and 2014 were previously reported by us in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on April 14, 2016, and our unaudited financial statements for the quarter ended March 31, 2016, were previously reported by us in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, filed with the SEC on May 13, 2016.

*****End of Form 10 Disclosures*****

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02.

Unregistered Sales of Equity Securities

The disclosure set forth in Item 10 under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 4.01

Changes in Registrant’s Certifying Accountant

On May 18, 2016, Heaton & Company, PLLC (“ Heaton ”), the principal accountant for the Company, was dismissed and the Company engaged Haynie & Company (“ Haynie ”), as the Company’s principal accountant for the Company’s fiscal year ending December 31, 2016, and the interim periods for 2016. The decision to change principal accountants was approved by the Company’s Board of Directors.

The report of Heaton, on the Company’s financial statements for either of the past two years did not contained an adverse opinion or disclaimer of opinion, or was not qualified or modified as to uncertainty, audit scope or accounting principles except that the report of Heaton included in the Company’s Annual Report on Form 10-K for 2015 did include a paragraph disclosing uncertainty about the Company’s ability to continue as a going concern.

There were no disagreements between the Company and Heaton, for the two most recent fiscal years and any subsequent interim period through May 18, 2016 (date of dismissal) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Heaton, would have caused them to make reference to the subject matter of the disagreement in connection with its report. Further, Heaton has not advised the Company that:

internal controls necessary to develop reliable financial statements did not exist; or

information has come to the attention of Heaton which made it unwilling to rely upon management’s representations, or made it unwilling to be associated with the financial statements prepared by management; or

the scope of the audit should be expanded significantly, or information has come to the attention of Heaton that they have concluded will, or if further investigated, might materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended December 31, 2015.

On May 18, 2016 the Company engaged Haynie as its principal accountant to audit the Company’s financial statements as successor to Heaton. During the Company’s two most recent fiscal years or subsequent interim period, the Company has not consulted with Haynie regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did Haynie provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue.

Further, during the Company’s two most recent fiscal years or subsequent interim period, the Company has not consulted Haynie on any matter that was the subject of a disagreement or a reportable event.

Item 5.01.

Changes in Control of Registrant

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.01.

Except as disclosed in this Current Report on Form 8-K, there are no arrangements or understandings among pre-Closing persons who controlled in excess of 50% of our then issued and outstanding voting securities nor among those post-Closing persons who control in excess of 50% of the Company’s currently issued and outstanding voting securities. Additionally, to the Company’s knowledge, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company.

Item 5.02.

Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.02.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective May 18, 2016, the Company entered into a Name Change Merger Agreement with Creative Medical Technology Holdings, Inc., and changed its corporate name from “Jolley Marketing, Inc.” to “Creative Medical Technology Holdings, Inc.” The name change was effected through a parent/subsidiary short form merger of Creative Medical Technology Holdings, Inc., our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into the Company. The Company was the surviving entity. To effectuate the merger, the Company filed Articles of Merger with the Secretary of State of the State of Nevada and the merger became effective on May 18, 2016. The Company’s Board of Directors approved the merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the Nevada Revised Statutes, shareholder approval of the merger was not required.

On the effective date of the merger, the Company’s name was changed to “Creative Medical Technology Holdings, Inc.” and the Company’s Articles of Incorporation (the “ Articles ”) were amended to reflect the Company’s new legal name. With the exception of the name change, there were no other changes to the Company’s Articles.

The merger and resulting name change do not affect the rights of our shareholders. The Company’s securities will continue to trade on OTC Pink. Effective as of May 18, 2016, our new CUSIP number is 22529Y101. Following the name change, the stock certificates, which reflect the Company’s prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.03.

Item 5.06.

Change in Shell Company Status

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.06. As of May 18, 2016, the Company is no longer considered a “shell company,” as defined in Rule 12b-2 under the Exchange Act.

Item 9.01.

Financial Statements and Exhibits

(a) Financial statements of business acquired . The audited financial statements of Creative Medical Technology Holdings, Inc. required to be filed pursuant to Items 9.01(a) of Form 8-K have been filed as Exhibit 99.6 to this Current Report on Form 8-K.

(b) Pro forma financial information . The unaudited pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K is filed as Exhibit 99.7 to this Current Report on Form 8-K.

(d) Exhibits.


Exhibit No.		Description
2.1		Name Change Merger Agreement dated May 18, 2016 with Creative Medical Technology Holdings, Inc.
3.1		Articles of Exchange dated Effective May 18, 2016
3.2		Articles of Merger dated Effective May 18, 2016
3.3		Articles of Merger filed Effective May 18, 2016 (Name Change Transaction)
14.1		Code of Business Conduct and Ethics
16.1		Letter from Heaton & Company, PLLC, dated May 18, 2016
21.1		Subsidiaries
99.1		8% Promissory Note dated May 18, 2016, for $25,000 with Creative Medical Health
99.2		Patent Purchase Agreement dated February 3, 2016, with Creative Medical Health
99.3		Loan Agreement dated February 2, 2016, with Creative Medical Health
99.4		8% Promissory Note dated February 2, 2016, for $50,000 with Creative Medical Health
99.5		License Agreement with Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center Effective January 29, 2016
99.6		Audited financial statements of Creative Medical Technology Holdings, Inc.
99.7		Pro forma unaudited financial statements
99.8		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Lorikeet, Inc.
99.9		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Jackie O’Reilly
99.10		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Dassity, Inc.
99.11		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Sugarloaf Management, LLC
99.12		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Serenity Services, Inc.,
99.13		Cancellation of Indebtedness Agreement, dated May 6, 2016 with McKinley Enterprise Profit Sharing Plan, Inc.,
99.14		Cancellation of Indebtedness Agreement, dated May 6, 2016 with TradeCo, Inc
99.15		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Bateman Dynasty
99.16		Cancellation of Indebtedness Agreement, dated May 6, 2016 with McKinley Capital 401K Roth Plan
99.17		2016 Stock Incentive Plan

* * *

SIGNATURE PAGE FOLLOWS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Creative Medical Technology Holdings, Inc.

Date: May 18, 2016	By:	/s/ Timothy Warbington
		Timothy Warbington, Chief Executive Officer

Date: May 18, 2016	By:	/s/ Donald Dickerson
		Donald Dickerson, Chief Financial Officer

Exhibit Index


Exhibit No.		Description
2.1		Name Change Merger Agreement filed May 18, 2016 with Creative Medical Technology Holdings, Inc.
3.1		Articles of Exchange filed Effective May 18, 2016
3.2		Articles of Merger filed Effective May 18, 2016 (Acquisition Transaction)
3.3		Articles of Merger filed Effective May 18, 2016 (Name Change Transaction)
14.1		Code of Business Conduct and Ethics
16.1		Letter from Heaton & Company, PLLC, dated May 18, 2016
21.1		Subsidiaries
99.1		8% Promissory Note dated May 18, 2016, for $25,000 with Creative Medical Health
99.2		Patent Purchase Agreement dated February 3, 2016, with Creative Medical Health
99.3		Loan Agreement dated February 2, 2016, with Creative Medical Health
99.4		8% Promissory Note dated February 2, 2016, for $50,000 with Creative Medical Health
99.5		License Agreement with Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center Effective January 29, 2016
99.6		Audited financial statements of Creative Medical Technology Holdings, Inc. at February 29, 2016
99.7		Pro forma unaudited financial statements
99.8		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Lorikeet, Inc.
99.9		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Jackie O’Reilly
99.10		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Dassity, Inc.
99.11		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Sugarloaf Management, LLC
99.12		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Serenity Services, Inc.,
99.13		Cancellation of Indebtedness Agreement, dated May 6, 2016 with McKinley Enterprise Profit Sharing Plan, Inc.,
99.14		Cancellation of Indebtedness Agreement, dated May 6, 2016 with TradeCo, Inc
99.15		Cancellation of Indebtedness Agreement, dated May 6, 2016 with Bateman Dynasty
99.16		Cancellation of Indebtedness Agreement, dated May 6, 2016 with McKinley Capital 401K Roth Plan
99.17		2016 Stock Incentive Plan

Name Change Merger Agreement

of Jolley Marketing, Inc. and Creative Medical Technology Holdings, Inc.

This Name Change Merger Agreement (this “ Agreement ”) is entered into by and between Jolley Marketing, Inc., a Nevada corporation (the “ Parent ”) and Creative Medical Technology Holdings, Inc., a Nevada corporation (the “ Subsidiary ”)

WHEREAS, the boards of directors of each of the Parent and the Subsidiary have declared it advisable and to the advantage, welfare, and best interests of the corporations and their stockholders to merge the Subsidiary with and into the Parent pursuant to the provisions of the Nevada Revised Statutes (“ NRS ”) Section 92A.108 and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

Merger . The Subsidiary shall, pursuant to the provisions of the NRS 92A.108, be merged with and into the Parent, which shall be the surviving corporation from and after the date on which a certificate of merger is filed with the Secretary of State of the State of Nevada (the “ Effective Time ”), and which shall continue to exist under the name “Creative Medical Technology Holdings, Inc.”, a Nevada corporation (the “ Surviving Corporation ”). The separate existence of the Subsidiary shall cease at the Effective Time in accordance with the provisions of the NRS.

Articles of Incorporation & Bylaws . The Articles of Incorporation and Bylaws of the Parent, as now in force and effect, shall continue to be the Articles of Incorporation and Bylaws of the Surviving Corporation. Such Articles of Incorporation and Bylaws shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the NRS.

Directors and Officers . The directors and officers of the Parent in office at the Effective Time shall be the directors and officers of the Surviving Corporation in office at the Effective Time, all of whom shall hold their offices until the election and qualification of their respective successors or until their earlier removal, resignation or death in accordance with the bylaws of the Surviving Corporation.

Exchange of Capital Stock . At the Effective Time, each issued and outstanding share of common stock of the Subsidiary, par value $0.001 shall be cancelled. Each issued and outstanding share of common stock, par value $0.001 per share of the Parent shall not be converted or exchanged in any manner, but as of the Effective Time shall represent one share of common stock of the Surviving Corporation.

Execution, Filing and Recordation . The Parent and the Subsidiary agree that they will cause to be executed and filed and recorded any document or documents prescribed by the laws of the State of Nevada, and they will cause to be performed all necessary acts within the State of Nevada and elsewhere, to effectuate the merger herein provided for.

Termination . This Agreement may be terminated at any time prior to the filing thereof with the Secretary of the State of Nevada upon a vote of the directors of either the Parent or the Subsidiary. In the event of such termination, this Agreement shall forthwith become void and neither party nor its respective offers, directors or stockholder shall have any liability thereunder.

Amendment . This Agreement may only be amended, modified or supplemented pursuant to a written agreement signed by each of the parties hereto.

Applicable Law and Venue . This Agreement and the rights and duties of the parties hereto shall be construed and determined in accordance with the laws of the State of Nevada (without giving effect to any choice or conflict of law provisions), and any and all actions to enforce the provisions of this Agreement shall be brought in a court of competent jurisdiction in the State of Nevada and in no other place.

Attorneys’ Fees . If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties will be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

10.

Further Assurances . Upon the reasonable request of either parties hereto, the other party shall execute and deliver such other documents, releases, assignments and other instruments as may be required to effectuate completely the transactions contemplated by this Agreement.

11.

Severability . If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall remain in full force and shall not be affected thereby, and there shall be deemed substituted for such invalid, illegal or unenforceable provision a valid, legal and enforceable provision as similar as possible to the provision at issue.

12.

Entire Understanding . This Agreement sets forth the entire agreement and understanding of the parties hereto and supersedes all prior agreements, letters of intent, arrangements and understandings between the parties .

13.

Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile transmissions of any signed original document, or transmission of any signed facsimile document, shall constitute delivery of an executed original. At the request of any of the parties, the parties shall confirm facsimile transmission signatures by signing and delivering an original document.

[ Signatures page follows ]

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered on the respective day and year set forth below.

Jolley Marketing, Inc.

Date: May 3, 2016 By: /s/ Steven L. White

Steven L. White, President

Creative Medical Technology Holdings, Inc.

Date: May 3, 2016 By: /s/ Tim Warbington

Tim Warbington, President

CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

This Code of Business Conduct and Ethics (this “ Code ”) has been adopted by our board of directors (the “ Board of Directors ”) to summarize the standards of business conduct that must guide our actions. This Code applies to all directors, officers, and employees of Creative Medical Technology Holdings, Inc. and its subsidiaries (the “ Company ”), including, but not limited to, the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has issued this Code to deter wrongdoing and to promote:

honest and ethical conduct;

full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (the “ SEC ”) and in other public communications made by the Company;

avoidance and ethical handling of actual or apparent conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

confidentiality of corporate information;

protection and proper use of corporate assets and opportunities;

compliance with applicable governmental laws, rules, and regulations;

prompt internal reporting of any violations of this Code to an appropriate person; and

accountability for adherence to the Code.

This Code provides guidance to you on your ethical and legal responsibilities. We expect all directors, officers, and employees to comply with this Code, and the Company is committed to taking prompt and consistent action against violations of this Code. Violation of the standards outlined in this Code may be grounds for disciplinary action up to and including termination of employment or other business relationships. Employees, officers and directors who are aware of suspected misconduct, illegal activities, fraud, abuse of the Company’s assets, or violations of the standards outlined in this Code are responsible for reporting such matters.

Because rapid changes in our industry and regulatory environment constantly pose new ethical and legal considerations, no set of guidelines should be considered to be the absolute last word under all circumstances. Although laws and customs will vary in the different countries in which we operate, our basic ethical responsibilities are global. In some instances, there may be a conflict between the laws of countries that apply to the operations of the Company. When you encounter such a conflict, you should consult the Company’s senior management and/or legal counsel to understand how to resolve that conflict properly.

Basic Obligations

Under the Company’s ethical standards, directors, officers, and employees share certain responsibilities. It is your responsibility to (i) become familiar with, and conduct Company business in compliance with applicable laws, rules, and regulations and this Code; (ii) treat all Company employees, customers, and business partners in an honest and fair manner; (iii) avoid situations where your personal interests are, or appear to be, in conflict with the Company interests; and (iv) safeguard and properly use the Company’s proprietary and confidential information, assets, and resources, as well as those of the Company’s customers and business partners.

Certain of the Company’s policies may be complemented by specific responsibilities set forth in documents subsequently adopted by the Company such as the Company’s Confidential Information Policy, an insider trading policy, a disclosure policy, a cybersecurity policy, etc. Those polices should be separately consulted by the Company’s directors, officers, and employees and are not incorporated by reference into this Code.

Raising Concerns

If you should learn of a potential or suspected violation of this Code, you have an obligation to promptly report the violation. You may do so orally or in writing and, if preferred, anonymously. You have several options for raising concerns.

Raise your concerns with your supervisor or manager;

Raise your concerns with the Company’s Chief Executive Officer and/or

Company legal counsel.

If the issue or concern is related to the internal accounting controls of the Company or any accounting or auditing matter, you should report it to the Chief Financial Officer.

Policy Against Retaliation

The Company prohibits any director or employee from retaliating or taking adverse action against anyone for raising, in good faith, suspected conduct violations or helping to resolve a conduct concern. Any individual who has been found to have engaged in retaliation against a Company director, officer or employee for raising, in good faith, a conduct concern or for participating in the investigation of such a concern, may be subject to discipline, up to and including termination of employment or other business relationships. If any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible to one of the people detailed in the “Raising Concerns” section above.

Conflicts of Interest

Directors, officers, and employees should not engage in any activity, practice or act which conflicts with the best interests of the Company. A conflict of interest occurs when a director, officer or employee places or finds himself/herself in a position where his/her private interests conflict with the best interests of the Company or have an adverse effect on the person’s motivation or the proper performance of their office or job. Examples of such conflicts could include, but are not limited to:

accepting outside employment with, or accepting personal payments from, any organization which does business with the Company or is a competitor of the Company;

accepting or giving gifts of more than modest value to or from vendors or clients of the Company;

competing with the Company for the purchase or sale of property, services or other interests or taking personal advantage of an opportunity in which the Company has an interest;

personally having immediate family members who have a financial interest in a firm which does business with the Company; and

having an interest in a transaction involving the Company or a customer, business partner or supplier (not including routine investments in publicly traded companies).

Directors, officers, and employees must not place themselves or remain in a position in which their private interests conflict with the interests of the Company. Knowledge of any potential conflict of interest must be reported as soon as possible to one of the people detailed in the “Raising Concerns” section above.

If the Company determines that the outside work or other relationship of an officer, director or employee interferes with performance or the ability to meet the requirements of the Company, as they are modified from time to time, the party may be asked to terminate the outside employment or other relationship if he or she wishes to remain employed by the Company or as an officer or director of the Company. To protect the interests of both the officers, directors, and employees and the Company, any such outside work or other activity that involves potential or apparent conflict of interest may be undertaken only after disclosure to the Company by the party and review and approval by management.

Confidentiality Concerning Company Affairs

It is the Company’s policy that business affairs of the Company are confidential and should not be discussed with anyone outside the organization except for information that has already been made available to the public. See the Company’s “Confidential Information Policy” for more detail.

Competition and Fair Dealing

We seek to out-perform our competition fairly and honestly. We seek competitive advantages through superior performance, not through unethical or illegal business practices. Information about other companies and organizations, including competitors, must be gathered using appropriate methods. Illegal practices such as trespassing, burglary, misrepresentation, wiretapping, and stealing are prohibited. Possessing trade secrets that were obtained without the owner’s consent, or inducing such disclosures by customers or past or present employees of other companies is prohibited. Each employee and officer should endeavor to respect the rights of, and deal fairly with, our customers, suppliers, competitors, and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice.

Insider Trading

The Company encourages all employees to become shareholders on a long-term investment basis. However, management, employees, members of the Board of Directors and others who are in a “special relationship” with the Company from time to time, may become aware of corporate developments or plans which may affect the value of the Company’s shares (inside information) before these developments or plans are made public. Blackout periods may be imposed during certain times throughout the year and during this time, all Company employees, officers and directors are prohibited from buying or selling the Company’s securities. In order to avoid civil and criminal insider trading violations, the Company may establish an insider trading policy.

Telecommunications

Telecommunications facilities such as telephone, cellular phones, facsimile, internet, and email are the Company property. Use of these facilities imposes certain responsibilities and obligations on all employees, officers and directors. Usage must be ethical and honest with a view to preservation of and due respect for the Company’s intellectual property, security systems, personal privacy, and freedom of others from intimidation, harassment, or unwanted annoyance.

10.

Accuracy of Company Records

We are required to record and, in certain instances, publicly report all internal and external financial records in compliance with U.S. Generally Accepted Accounting Principles (GAAP) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Therefore, you are responsible for ensuring the accuracy of all books and records within your control and complying with all of the Company’s policies and internal controls. All Company information must be reported accurately, whether in internal personnel, safety, or other records or in information we release to the public or file with government agencies.

11.

Financial Reporting and Disclosure Controls

If in the future we are required to file periodic and other reports with the SEC and other securities regulators and to make certain public communications, we will be required to maintain effective “disclosure controls and procedures” so that financial and non-financial information is reported timely and accurately both to our senior management and in the filings we make. You are expected, within the scope of your employment duties, to support the effectiveness of our disclosure controls and procedures.

12.

Customers and Business Partners

We strive to achieve satisfied customers who will be repeat buyers of our products and services and to building mutually advantageous alliances with our business partners.

Our long-term reputation and business viability depend upon our continued maintenance of the high quality of the products and services we provide. We are committed to delivering products that perform as documented and as represented to the customer.

Our policy is to build lasting relationships with our customers and business partners through superior delivery and execution and honest sales and marketing. We will comply with applicable advertising laws and standards, including a commitment that our advertising and marketing will be truthful, non-deceptive, and fair and will be backed up with evidence before advertising claims are made. Our policy also prohibits making false or deceptive statements about our competitors and giving or accepting kickbacks, bribes, inappropriate gifts and other matters prohibited under the conflict of interest topic in this Code.

13.

Health and Safety

The Company is committed to making the work environment safe, secure, and healthy for its employees and others. The Company complies with all applicable laws and regulations relating to safety and health in the workplace. We expect each of you to promote a positive working environment for all. You are expected to consult and comply with all Company rules regarding workplace conduct and safety. You should immediately report any unsafe or hazardous conditions or materials, injuries, and accidents connected with our business and any activity that compromises Company security to your supervisor. You must not work under the influence of any substances that would impair the safety of others. All threats or acts of physical violence or intimidation are prohibited.

14.

Respect for Our Employees

The Company’s employment decisions will be based on reasons related to our business, such as job performance, individual skills and talents, and other business-related factors. The Company policy requires adherence to all national, provincial or other local employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, the Company policy prohibits discrimination in any aspect of employment based on race, color, religion, sex, national origin, disability, age or gender orientation, within the meaning of applicable laws.

15.

Abusive or Harassing Conduct Prohibited

The Company policy prohibits abusive or harassing conduct by our employees and officers toward others, such as unwelcome sexual advances, comments based on ethnicity, religion, gender orientation, or race, or other non-business, personal comments or conduct that make others uncomfortable in their employment with us. We encourage and expect you to report harassment or other inappropriate conduct as soon as it occurs.

16.

Privacy

The Company, and companies and individuals authorized by the Company, collect and maintain personal information that relates to your employment, including compensation, medical and benefit information. The Company follows procedures to protect information wherever it is stored or processed, and access to your personal information is restricted. Your personal information will only be released to outside parties in accordance with the Company’s policies and applicable legal requirements. Employees, officers and directors who have access to personal information must ensure that personal information is not disclosed in violation of the Company’s policies or practices.

17.

Waivers and Amendments

Only the Board of Directors may waive application of or amend any provision of this Code. A request for such a waiver should be submitted in writing to the Board of Directors for its consideration. The Company will promptly disclose to investors all substantive amendments to the Code, as well as all waivers of the Code granted to directors or officers in accordance with applicable laws and regulations.

18.

No Rights Created

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. It is not intended to and does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights in any employee, director, client, supplier, competitor, stockholder or any other person or entity.

Any change or waiver to this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or regulation.

[ Adopted by the Board of Directors on May 18, 2016 ]

Exhibit 21.1

LIST OF SUBSIDIARIES

Creative Medical Technology Holdings, Inc., has one wholly owned subsidiary:

Creative Medical Technologies, Inc., a Nevada corporation

THIS NOTE HAS NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND SUCH LAWS AND THE RESPECTIVE RULES AND REGULATIONS THEREUNDER.

CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

8% PROMISSORY NOTE

FOR VALUE RECEIVED, Creative Medical Technology Holdings, Inc. (formerly known as Jolley Marketing, Inc.), a Nevada corporation (the “ Maker ”), with a principal business office located at 2007 W Peoria Avenue, Phoenix, Arizona 85029, hereby promises to pay to the order of CREATIVE MEDICAL HEALTH, INC., a Delaware corporation, or any assignee of this Note who is registered as the owner of this Note by the Maker on a register maintained for that purpose (hereafter referred to as the “ Payee ”), the principal sum of Twenty Five Thousand Dollars ($25,000.00) , together with interest accrued on the principal amount outstanding from time to time after the date hereof. A permitted assignee of the Payee shall have the right to have a new Note of like tender issued and registered in such assignee’s name upon surrender of this Note, endorsed for transfer to the assignee.

The principal of this Note, together with all interest then accrued, shall be payable on May 18, 2018 (the “ Maturity Date ”). Simple interest on the principal amount outstanding of this Note shall be paid on the Maturity Date at the rate of 8% per annum.

The principal and interest of this Note may be prepaid in whole or in part, without premium or penalty, at any time.

All principal and interest payments hereunder are payable in lawful money of the United States of America to the Payee at the address first shown above, or at such other address as may be directed by Payee, in immediately available funds.

The Maker hereby waives presentment, demand, dishonor, protest, notice of protest, diligence, and any other notice or action otherwise required to be given or taken under the law in connection with the delivery, acceptance, performance, default, enforcement or collection of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended, modified or subordinated (by forbearance or otherwise) from time to time, without in any way affecting the liability of the Maker.

The Payee, at Payee’s option, by written notice to the Maker, may declare the entire indebtedness evidenced by this Note immediately due and payable, whereupon the same shall forthwith mature and become immediately due and payable without presentment, demand, protest or further notice, upon the occurrence of one or more of the following events: (i) the Maker commences a voluntary case under title 11 of the United States Code or the corresponding provisions of any successor laws; (ii) anyone commences an involuntary case against the Maker under title 11 of the United States Code or the corresponding provisions of any successor laws and either (a) the case is not dismissed by midnight at the end of the 60th day after commencement or (b) the court before which the case is pending issues an order for relief or similar order approving the case; (iii) a court of competent jurisdiction appoints, or the Maker makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in title 11 of the United States Code or the corresponding provisions of any successor laws) for the Maker or all or substantially all of its assets; and (iv) the Maker fails generally to pay its debts as they become due (unless those debts are subject to a good-faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so.

In the event that Maker shall fail to pay when due any principal or interest payment, and the Payee shall exercise or endeavor to exercise any of its remedies hereunder, the Maker shall pay all reasonable costs and expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees, and the Payee may take judgment for all such amount in addition to all other sums due hereunder.

No consent or waiver by the Payee with respect to any action or failure to act by Maker which, without such consent or waiver, would constitute a breach of any provision of this Note shall be valid and binding unless in writing and signed the Payee.

All agreements between the Maker and the Payee are expressly limited to provide that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Payee for the use, forbearance or detention of the indebtedness evidenced hereby exceed the maximum amount which the Payee is permitted to receive under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then without the necessity of any action by Payee or Maker, the obligation to be fulfilled automatically shall be reduced to the limit of such validity, and if from any circumstance the Payee should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance hereof, and not to the payment of interest. As used herein the term “applicable law” shall mean the law in effect as of the date hereof, provided, however, that in the event there is a change in the law which result in a higher permissible rate of interest, then this Note shall be governed by such new law as of its effective date. This provision shall control every other provision of all agreements between the Maker and the Payee.

This Note shall be governed and construed in accordance with the laws of the State of Nevada, except to the extent that such laws are superseded by Federal enactments.

If any covenant or other provision of the Note is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, all other covenants and provisions of the Note shall nevertheless remain in full force and effect, and no covenant or provision shall be deemed dependent upon any other covenant or provision.

IN WITNESS WHEREOF, the Maker, by its duly authorized officer, has executed this Note as of the date first above written.

Creative Medical Technology Holdings, Inc.

By: /s/ Timothy Warbington

Timothy Warbington, CEO

PATENT PURCHASE AGREEMENT

THIS PATENT PURCHASE AGREEMENT (this “ Agreement ”) is made as of February 2, 2016, between Creative Medical Health, Inc., a Delaware corporation (“ Seller ”) and Creative Medical Technologies, Inc., a Nevada corporation (“ Buyer ”).

RECITALS

WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller all of Seller’s right, title, and interests in and to certain Patent Rights (as defined below), in exchange for certain consideration as set forth herein, and upon the other terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the parties hereto agree as follows:

AGREEMENT

PURCHASE AND SALE OF ASSETS

1.1

ASSETS TO BE SOLD. Subject to and in accordance with the terms and conditions hereof, at the Closing, provided for in Section 2.1 hereof, Buyer will purchase from Seller, and Seller will sell, assign, transfer and convey to Buyer all of Seller’s right, title, and interest in and to the following: all patents and patent applications (including the rights to apply for patents anywhere in the world and any rights to sue for past infringements thereof) described on Schedule 1.1 attached hereto, all domain names related to the patent, including CaverStem.com and its website, and all trademarks issued and pending, including CaverStem (collectively, the “ Patent Rights ”). In addition, Seller shall assign, and Buyer shall assume all obligations under, agreements with third parties relating to the Patent Rights, including the existing agreement with LABIOMED.

1.2

LIABILITIES RETAINED BY SELLER. Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or indebtedness of Seller, whether due or to become due, absolute or contingent, known or unknown, if any, arising after Closing under any contracts related to the Patent Rights unless specifically assumed by Buyer in writing at the Closing.

THE CLOSING

2.1

CLOSING. The closing hereunder (the “ Closing ”) shall take place at the offices of Buyer, on such date as is mutually agreed upon by the parties that in no event is later than five business days after the satisfaction of all conditions required to be satisfied at or prior to the Closing. The date on which the Closing shall occur is referred to herein as the “ Closing Date .”

2.2

PAYMENT OF PURCHASE PRICE. The consideration to be paid by Buyer to Seller, in consideration of the sale and transfer of the Patent Rights, shall be 10,000,000 common shares of Buyer (the “ Shares ”).

DELIVERIES

3.1

DELIVERIES OF SELLER. At the Closing, Seller will deliver to Buyer duly executed assignments of all patents and patent applications contained in the Patent Rights, and such other assignments and other instruments as, in the reasonable opinion of Buyer’s counsel, are necessary to vest in Buyer good, valid, and marketable title to the Patent Rights. Sell will also deliver assignments of all other intellectual property rights and agreements as set forth in Section 1.1 above.

3.2

DELIVERIES OF BUYER. At the Closing, Buyer shall deliver to Seller evidence of the Shares being duly registered by the Buyer’s transfer agent in the name of Seller.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as follows:

4.1

CORPORATE ORGANIZATION. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on the business of Seller as it is now being conducted.

4.2

AUTHORIZATION. Seller has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The board of directors of Seller has taken all action required by law to be taken to authorize the execution and delivery by Seller of this Agreement, and no other corporate proceedings on the part of Seller are required to authorize such execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, other than approval by the stockholders of Seller. This Agreement has been duly executed and delivered by Seller and is a valid and binding obligation of Seller enforceable in accordance with its terms.

4.3

NO VIOLATION. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will violate any provision of the Certificate of Incorporation or Bylaws of Seller or violate, or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under any debt or obligation of Seller or violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority.

4.4

TITLE TO ASSETS; ENCUMBRANCES. Seller has good, valid, and marketable title to the Patent Rights, free and clear of all liens, claims, charges, security interests or other encumbrances of any nature.

4.5

LITIGATION. There is no action, suit, inquiry, proceeding or investigation by or before any court or governmental or other regulatory or administrative agency known to Seller which questions or challenges the validity of this Agreement or any action taken or to be taken by Seller pursuant to this Agreement or which questions or challenges the validity of any of the Patent Rights; nor to Seller’s knowledge is there any valid basis therefor.

4.6

CONSENTS. No consent of any person is necessary to the consummation of the transactions contemplated hereby.

4.7

GOOD TITLE CONVEYED. Seller has or will at the Closing have the power and the right to sell, assign, transfer and deliver to Buyer, and upon consummation of the transactions contemplated by this Agreement, Buyer will acquire, good, valid and marketable title to, the Patent Rights, free and clear of all pledges, liens, security interests or other such encumbrances or charges of any kind.

4.8

INVESTMENT. Seller hereby represents and warrants to the Buyer as follows with respect to its acquisition of the Shares:

(a)

Seller has experience in evaluating and investing in private placement transactions so that Seller is capable of evaluating the merits and risks of Seller’s investment in the Buyer.

(b)

Seller is acquiring the Shares for investment for Seller’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Seller understands that the Shares have not been, and will not be, registered under the Securities Act of 1933 by reason of a specific exemption therefrom.

(c)

Seller acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available. Seller is aware of the provisions of Rule 144 promulgated under the Securities Act of 1933 which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

(e)

The stock records representing the Shares shall bear the following legend (as well as any legend required by applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE OR BOOK ENTRY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Seller agrees that, in order to ensure compliance with the restrictions referred to herein, Buyer may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if Buyer transfers its own securities, it may make appropriate notations to the same effect in its own records.

(f)

Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

5.1

CORPORATE ORGANIZATION. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to carry on the business of Buyer as it is now being conducted.

5.2

AUTHORIZATION. Buyer has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and is a valid and binding obligation of Buyer enforceable in accordance with its terms.

5.3

SHARES. The Shares, when issued, shall be validly issued, fully paid, and nonassessable.

CONDITIONS TO THE OBLIGATIONS OF BUYER

The obligations of Buyer under this Agreement are subject to the satisfaction on or before the Closing Date of the following conditions, any of which may be waived by Buyer in writing:

6.1

REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties contained in Article 4 hereof shall be true, complete and accurate in all material respects as of the date when made and the Chief Executive Officer (or President) of Seller shall have delivered to Buyer a certificate to that effect.

6.2

PERFORMANCE. Seller shall have performed and complied in all material respects with all agreements, obligations, and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing, and the Chief Executive Officer (or President) of Seller shall have delivered to Buyer a certificate to that effect.

6.3

NO INJUNCTION. On the Closing Date, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction or other competent governmental authority directing that the transactions provided for herein not be consummated.

6.4

CONSENTS OBTAINED. Seller shall have obtained all consents and assignments required to be obtained by it in order to consummate the transactions contemplated by this Agreement.

6.5

AUTHORIZATION. This Agreement and the contemplated transaction shall have been approved and adopted by the requisite vote of the board of directors and stockholders of Seller in accordance with applicable law.

CONDITIONS TO SELLER’S OBLIGATIONS

The obligations of Seller under this Agreement are subject to the satisfaction on or before the Closing Date of the following conditions, any of which may be waived by Seller:

7.1

REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties contained in Article 5 hereof shall be true, complete and accurate in all material respects as of the date when made.

7.2

PERFORMANCE. Buyer shall have performed and complied in all material respects with all agreements, obligations, and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing.

7.3

NO INJUNCTION. On the Closing Date there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction or other competent governmental authority directing that the transactions provided for herein not be consummated.

7.4

OUTSTANDING SHARES. At Closing Buyer will have not more than 5,000,000 shares of its common stock outstanding, excluding shares issued under or issuable under the Buyer’s 2016 Stock Incentive Plan, which shares cannot exceed 2,000,000.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties of Seller shall not be deemed waived or otherwise affected by any investigation by Buyer. Each of the representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive for a period of one year from the Closing Date.

10.

ADDITIONAL COVENANTS AND AGREEMENTS

10.1

FURTHER ASSURANCES. Upon the request of either Buyer or Seller, the other party will execute and deliver to the requesting party, or such party’s nominee, all such instruments and documents of further assurance or otherwise, and will do any and all such acts and things as may reasonably be required to carry out the obligations of such party hereunder, to vest in Buyer good and marketable title to the Patent Rights to be transferred hereunder and to more effectively consummate the transactions contemplated hereby.

10.2

SATISFACTION OF CONDITIONS. Seller agrees to use its commercially reasonable efforts to obtain the satisfaction of the conditions specified in Article 6.

11.

TERMINATION

11.1

METHODS OF TERMINATION. The transactions contemplated herein may be terminated and/or abandoned at any time but not later than the Closing:

(a)

By mutual consent of Buyer and Seller; or

(b)

By Buyer on or after August 31, 2016, or such later date as may be established pursuant to Section 2.1 hereof, if any of the conditions provided for in Article 6 of this Agreement shall not have been met or waived in writing by Buyer prior to such date; or

(c)

By Seller on or after August 31,2016, or such later date as may be established pursuant to Section 2.1 hereof, if any of the conditions provided for in Article 7 of this Agreement shall not have been met or waived in writing by Seller prior to such date.

11.2

PROCEDURE UPON TERMINATION. In the event of termination and abandonment by Buyer or by Seller, or of both, pursuant to Section 11.1 hereof, written notice thereof shall forthwith be given to the other party and the transactions contemplated by this Agreement shall be terminated and/or abandoned, without further action by Buyer or Seller. If the transactions contemplated by this Agreement are terminated and/or abandoned as provided herein, each party will redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same.

12.

EXPENSES. Except as specifically provided in this Agreement, Seller, on the one hand, and Buyer, on the other hand, shall bear their respective expenses, costs, and fees (including attorneys’, auditors’ and financing commitment fees) in connection with the transactions contemplated hereby, including the preparation, execution and delivery of this Agreement and compliance herewith, whether or not the transactions contemplated hereby shall be consummated.

13.

SEVERABILITY. If any provision of this Agreement, including any phrase, sentence, clause, Section or subsection is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever.

14.

NOTICES. Any notice, demand, request, waiver or other communication required or permitted to be given pursuant to this Agreement must be in writing (including electronic format) and will be deemed by the parties to have been received (i) upon delivery in person (including by reputable express courier service) at the address set forth below; (ii) upon delivery by facsimile (as verified by a printout showing satisfactory transmission) at the facsimile number designated below (if sent on a business day during normal business hours where such notice is to be received and if not, on the first business day following such delivery where such notice is to be received); (iii) upon delivery by electronic mail (as verified by a printout showing satisfactory transmission) at the electronic mail address set forth below (if sent on a business day during normal business hours where such notice is to be received and if not, on the first business day following such delivery where such notice is to be received); or (iv) upon three business days after mailing with the Unit e d States Postal Service if mailed from and to a location within the continental United States by registered or certified mail, return receipt requested, addressed to the address set forth below. Any party hereto may from time to time change its physical or electronic address or facsimile number for notices by giving notice of such changed address or number to the other party in accordance with this section.


If to Buyer at:		Creative Medical Technologies, Inc.
		2017 W. Peoria Ave. Phoenix, Arizona 85029
		Attention: Timothy Warbington, CEO
		Facsimile No.:
		Email Address: timwarbington@yahoo.com

If to Seller at:		Creative Medical Health, Inc.
		2017 W. Peoria Ave. Phoenix, Arizona 85029
		Attention: Donald Dickerson, Vice-President
		Facsimile No.:
		Email Address: coo@creativemedicalhealth.com

15.

HEADINGS. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

16.

ENTIRE AGREEMENT. This Agreement (including the Schedules hereto) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

17.

COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

18.

GOVERNING LAW. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Nevada, without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby. Buyer and Seller hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Nevada and the federal courts of the United States of America located in Clark County Nevada solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such documents may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Nevada State or federal court. Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 14, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

19.

ATTORNEY FEES. In the event of any suit or action to enforce or interpret any provision of this Agreement or otherwise arising out of this Agreement, the prevailing party is entitled to recover, in addition to other direct incremental costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals.

20.

BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

21.

ASSIGNMENT. This Agreement shall not be assignable or otherwise transferable by any party hereto without the prior written consent of the other party hereto.

22.

AMENDMENT; WAIVERS. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

[ Signature page follows ]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

CREATIVE MEDICAL HEALTH, INC.

By:

/s/ Donald Dickerson

Name: Donald Dickerson

Title: VP

CREATIVE MEDICAL TECHNOLOGIES, INC.

By:

/s/ Timothy Warbington

Name: Timothy Warbington

Title: CEO

SCHEDULE 1.1

[Patent Rights]

U.S. Patent No. 8,372,797 issued on February 12, 2013, for the treatment of erectile dysfunction by stem cell therapy (the “ Patent ”), including, but not limited to, all know-how, trade secrets, chemical and biological materials, formulations, information, documents, studies, results, data and regulatory approvals, filings and correspondence, including biological, chemical, pharmacological, toxicological, pre-clinical, clinical and assay data, manufacturing processes and data, specifications, sourcing information, assays, and quality control and testing procedures, whether or not patented or patentable, in each case, to the extent related to the Patent.

LOAN AGREEMENT

This Loan Agreement (this “ Agreement ”), dated February 2, 2016, is by and between Creative Medical Technologies, Inc., a Nevada corporation (the “ Borrower ”), and Creative Medical Health, Inc., a Delaware corporation (the “ Lender ”). The Lender and the Borrower will be individually referred to as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS, the Borrower has indicated that it wishes to borrow an aggregate of up to $50,000 through a series of loan advances (each a “ Loan Advance ”) by the Lender to the Borrower as provided herein; and

WHEREAS, the Parties desire that the Lender will loan the Borrower money to be used to launch the proposed business of the Borrower.

NOW THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as set forth below.

Loan of Funds . In one or more Loan Advances, the Lender shall loan to the Borrower $50,000.00 (the “ Loaned Funds ”) on or before April 30, 2016. The Loan Advances shall be made by the Lender at such times as determined in its sole discretion, but the full amount of the Loaned Funds shall be made not later than April 30, 2016.

Principal . Upon receipt of funds from the Lender, the Borrower promises unconditionally to pay to the order of the Lender the aggregate principal amount of the Loaned Funds represented by each Loan Advance, together with interest pursuant to this Agreement and the corresponding promissory note documenting the Loan Amount. Repayment of the Loan Amount shall be subject to the terms and conditions of the 8% Promissory Note attached hereto as Exhibit 1 (the “ Note ”).

Interest Rate . The rate of simple interest for the Loan Amount shall be 8% per annum and will be due as provided in the Note. The Note will be due as set forth therein (the “ Maturity Date ”). Interest shall be calculated on the basis of a year of 365 days applied to the actual days on which there exists an unpaid balance under the Note. Interest on the Note shall be payable on the Maturity Date. In addition, the Borrower shall repay the entire principal of the Loan Amount as well as all accrued interest according to the terms of this Agreement and the Note on the Maturity Date.

Representations and Warranties .

The Borrower represents and warrants to the Lender as follows:

4.1

Powers and Authority . The Borrower has all necessary power to carry on its present business and has full right, power and authority to enter into this Agreement, to make the borrowings herein provided for, and otherwise perform and to consummate the transactions contemplated hereby.

4.2

No Conflicts . This Agreement does not, and the performance or observance by the Borrower of any of the matters and things herein provided for will not, constitute an event of default, or event which with the lapse of time, the giving of notice or both, would constitute an event of default under any agreement to which it is a party or by which it is bound.

4.3

Corporate Organization . The Borrower is a duly organized and validly existing under its jurisdiction of organization.

4.4

Corporate Authorization . The board of directors of the Borrower has authorized the execution and performance of this Agreement.

Successors and Assigns; Assignment . Except as otherwise expressly provided herein, the provisions hereof inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the Parties hereto and their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. The Borrower may not assign this Agreement or any of the rights or obligations referenced herein without the prior written consent of the Lender. The Lender may assign this Agreement, in whole or in part, without the prior consent of the Borrower, and any assignee of this Agreement shall inure to all of the rights of the Lender hereunder.

Default Notice . Upon the occurrence of a breach of this Agreement, the defaulting party is entitled to receive written notice specifying the breach. Such notice shall be sent immediately upon discovery of the breach. The defaulting party shall then be entitled to 30 days in which to cure the problem. Events of Default are defined in the Note, which is incorporated herein by this reference.

Rights and Remedies upon Default . Upon the occurrence of an Event of Default the Lender (acting upon the written instruction and at the direction of the Required Majority, as defined in the Security Agreement) may exercise any and all rights and remedies available in the Notes and the Security Agreement, and available in law, in equity or otherwise.

Heading; References . All headings used herein are used for convenience only and shall not be used to construe or interpret this Agreement. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.

Binding Agreement; Survival . This Agreement shall bind and inure to the benefit of both parties, and except as otherwise expressly provided to the contrary herein, each of their respective heirs, successors and assigns.

10.

Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to the Lender, upon any breach or default of the Borrower under this Agreement shall impair any such right, power, or remedy of the Lender nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring. All remedies, either under this Agreement or by law or otherwise afforded to the Lender, shall be cumulative and not alternative.

11.

Construction . The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the language used in this Agreement has been chosen by the parties to express their mutual intent. Accordingly, no rules of strict construction will be applied against any party with respect to this Agreement.

12.

Cumulative Rights . No delay on the part of the Lender in the exercise of any power or right under this Agreement or under any other instrument executed pursuant to this Agreement shall operate as a waiver of any such power or right, nor shall a single or partial exercise of any power or right preclude other or further exercise of such power or right or the exercise of any other power or right.

13.

Payments Free of Taxes, Etc . All payments made by the Borrower under this Agreement shall be made by the Borrower free and clear of and without deduction for any and all present and future taxes, levies, charges, deductions, and withholdings. In addition, the Borrower shall pay upon demand any stamp or other taxes, levies or charges of any jurisdiction with respect to the execution, delivery, registration, performance, and enforcement of this Agreement. Upon request by the Lender, the Borrower shall furnish evidence satisfactory to the Lender that all requisite authorizations and approvals by, and notices to and filings with, governmental authorities and regulatory bodies have been obtained and made and that all requisite taxes, levies, and charges have been paid.

14.

Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

15.

Other Interpretive Provisions . References in this Agreement to any document, instrument or agreement (a) includes all exhibits, schedules, and other attachments thereto, (b) includes all documents, instruments or agreements issued or executed in replacement thereof, and (c) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “include” and “including” and words of similar import when used in this Agreement shall not be construed to be limiting or exclusive.

16.

No Oral Modification or Waivers . The terms herein may not be modified or waived orally, but only by an instrument in writing signed by the party against which enforcement of the modification or waiver is sought.

17.

Attorney Fees . In the event of any suit or action to enforce or interpret any provision of this Agreement or otherwise arising out of this Agreement, the prevailing party is entitled to recover, in addition to other direct incremental costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals.

18.

Governing Law; Jurisdiction; Venue . This Note, and all matters arising directly and indirectly herefrom, shall be governed in all respects by the laws of the State of Nevada as such laws are applied to agreements between parties in Nevada.

19.

Entire Agreement; Integration Clause . This Agreement sets forth the entire agreement and understandings of the parties hereto with respect to this transaction, and this Agreement supersedes and nullifies all other agreements made between the parties hereto.

20.

Counterparts . This Agreement may be executed in as many counterpart copies as may be required. All counterparts shall collectively constitute a single agreement.

[ SIGNATURE PAGE FOLLOWS ]

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has executed this Agreement respectively as of the date set forth below.

BORROWER:

Creative Medical Technologies, Inc.

By /s/ Timothy Warbington

Timothy Warbington, CEO

LENDER:

Creative Medical Health, Inc.

By /s/ Timothy Warbington

Exhibit 1

[8% Promissory Note]

See Attached

CREATIVE MEDICAL TECHNOLOGIES, INC.

8% PROMISSORY NOTE

FOR VALUE RECEIVED, Creative Medical Technologies, Inc., a Nevada corporation (the “ Maker ”), with a principal business office located at 2007 W Peoria Avenue, Phoenix , Arizona 85029, hereby promises to pay to the order of CREATIVE MEDICAL HEALTH, INC., a Delaware corporation, or any assignee of this Note who is registered as the owner of this Note by the Maker on a register maintained for that purpose (hereafter referred to as the “ Payee ”), the principal sum of up to Fifty Thousand Dollars ($50,000.00), based upon the aggregate principal amount of all Loan Advances owing to the Payee by the Maker pursuant to the Loan Agreement dated as of February 2, 2016, between the Maker and the Payee (terms defined therein, unless otherwise defined herein, being used herein as therein defined), together with interest accrued on the principal amount outstanding from time to time after the date hereof. A permitted assignee of the Payee shall have the right to have a new Note of like tender issued and registered in such assignee’s name upon surrender of this Note, endorsed for transfer to the assignee.

The principal of this Note, together with all interest then accrued on each Loan Advance, shall be payable on April 30, 2017 (the “ Maturity Date ”). Simple interest on the principal amount outstanding of this Note shall be paid on the Maturity Date at the rate of 8% per annum.

The principal and interest of this Note may be prepaid in whole or in part, without premium or penalty, at any time.

The Maker hereby waives presentment, demand, dishonor, protest, notice of protest, diligence, and any other notice or action otherwise required to be given or taken under the law in connection with the delivery, acceptance, performance, default, enforcement or collection of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended, modified or subordinated (by forbearance or otherwise) from time, without in any way affecting the liability of the Maker.

The Payee, at Payee’s option, by written notice to the Maker, may declare the entire indebtedness evidenced by this Note immediately due and payable, whereupon the same shall forthwith mature and become immediately due and payable without presentment, demand, protest or further notice, in the event that the Maker shall fail to pay when due, any payment of principal or interest due hereunder and such failure to pay is not cured within ten (10) days of the due date or upon the occurrence of one or more of the following events: (i) the Maker commences a voluntary case under title 11 of the United States Code or the corresponding provisions of any successor laws; (ii) anyone commences an involuntary case against the Maker under title 11 of the United States Code or the corresponding provisions of any successor laws and either (a) the case is not dismissed by midnight at the end of the 60th day after commencement or (b) the court before which the case is pending issues an order for relief or similar order approving the case; (iii) a court of competent jurisdiction appoints, or the Maker makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in title 11 of the United States Code or the corresponding provisions of any successor laws) for the Maker or all or substantially all of its assets; and (iv) the Maker fails generally to pay its debts as they become due (unless those debts are subject to a good-faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so.

This Note shall be governed and construed in accordance with the laws of the State of Nevada, except to the extent that such laws are superseded by Federal enactments.

IN WITNESS WHEREOF, the Maker, by its duly authorized officer, has executed this Note as of the date first above written.

Creative Medical Technologies, Inc.

By: /s/Timothy Warbington

Timothy Warbington, CEO

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “Agreement”) effective as of January 29, 2016, (the “EFFECTIVE DATE”), is entered into between Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center (hereinafter “LABIOMED”), a charitable corporation of California, having an address at 1124 West Carson Street, Torrance, California 90502, and Creative Medical Technologies, Inc., a Nevada corporation (“LICENSEE”), having a place of business at 2017 W. Peoria Ave., Phoenix, AZ 85029.

BACKGROUND

LABIOMED, by virtue of its role as a publicly funded research institution, carries out scientific research through its faculty, staff and students and is committed to bringing the results of that research into widespread use to the extent it is permitted to do so by its agreements with sponsors of research, and by the provisions of 35 USC §§200212 and 37 CFR §401 et seq. and regulations pertaining thereto.

LABIOMED is owner by assignment from Yanhe Lue, Ronald S. Swerdloff, Peter Yiwen Liu, Krista Erkkila, Christina Wang (hereinafter, “INVENTOR(S)”) of the entire right, title and interest in the PATENT RIGHTS (as hereinafter defined).

LABIOMED has the authority to issue licenses under PATENT RIGHTS.

LICENSEE wishes to obtain an exclusive license under the PATENT RIGHTS.

LICENSEE is prepared and intends to diligently develop the invention and to bring products to market which are subject to this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereby agree as follows:

DEFINITIONS

For purposes of this Agreement, the terms defined in this Section 1 shall have the respective meanings set forth below:

1.1

“AFFILIATE” means any person, corporation, company, partnership, joint venture and/or firm which controls, is controlled by or is under common control with LICENSEE. As used in this Section “control” means (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares having the right to vote for the election of directors, and (b) in the case of non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to direct the management policies of such non-corporate entities. Unless otherwise specified, the term LICENSEE includes AFFILIATES.

1.2

“BIOLOGICAL MATERIALS” means the materials, if any, supplied by LABIOMED, together with any progeny, mutants, or derivatives thereof (whether supplied by LABIOMED or created by LICENSEE and/or any SUBLICENSEE(s) thereof).

1.3

“COMMERCIALIZE” or “COMMERCIALIZATION” means to manufacture for sale, market, promote, distribute, and sell and to continue to make available to the public.

1.4

“COMMERCIALLY REASONABLE EFFORTS” means: (a) with respect to DEVELOPMENT of a LICENSED PRODUCT for which marketing or regulatory approval is required, the efforts and expenditures required to obtain regulatory approval that is comparable to a biotechnology or pharmaceutical company for a product of similar potential, and with respect to LICENSED PRODUCTS which do not require marketing or regulatory approval, the efforts and expenditures required to make the product ready for commercial release to the end user, and (b) with respect to COMMERCIALIZATION of the LICENSED PRODUCTS, efforts and expenditures that are comparable in the intended marketplace to those used for products that are of similar commercial potential.

1.5

“COMPOSITION PRODUCT” means a composition of matter which is specifically identified in a VALID CLAIM or that the manufacture, use, sale, offer for sale or importation of which would constitute, but for the grant of a license under the PATENT RIGHTS, an infringement of any VALID CLAIM.

1.6

“DEVELOP” or “DEVELOPMENT” means to conduct any and all research and development activities necessary to obtain regulatory approval or to make the product ready for commercial release to the end user.

1.7

“EXEMPT ROUTE” means the regulatory pathway of a 510(k) exempt route as generally understood under the US Food and Drug Administration rules and regulations.

1.8

“FIELD” means all fields of use.

1.9

“IDENTIFIED PRODUCT” means a product identified by a LICENSED METHOD and not covered by a VALID CLAIM.”

1.10

“IND ROUTE” means the regulatory pathway of either therapeutic treatment as generally understood under the US Food and Drug Administration rules and regulations

1.11

“LICENSED METHOD” means any method that is claimed in the PATENT RIGHTS and/or the use of which would constitute, but for the grant of a license under the PATENT RIGHTS, an infringement of any VALID CLAIM.

1.12

“LICENSED PRODUCT” means: (i) a COMPOSITION PRODUCT, METHOD PRODUCT or SERVICE, and/or (ii) any IDENTIFIED PRODUCT any product constituting or incorporating, in whole or in part, one or more BIOLOGICAL MATERIALS.

1.13

“METHOD PRODUCT” means any product that is produced according to or through the use of a LICENSED METHOD.

1.14

“NET SALES” means the amount billed, invoiced, or received (whichever occurs first) for sales, leases, or other transfers of LICENSED PRODUCTS, less the following that are actually allowed and taken with respect to the applicable LICENSED PRODUCTS:

(a)

customary trade, quantity or cash discounts;

(b)

amounts repaid or credited by reason of rejection or return;

(c)

to the extent separately stated on purchase orders, invoices, or other documents of sale, taxes levied on and/or other governmental charges made as to production, sale, transportation, delivery or use and paid by or on behalf of LICENSEE or SUBLICENSEES; and

(d)

reasonable charges for delivery or transportation provided by third parties, if separately stated.

NET SALES also includes the fair market value of any non-cash consideration received by LICENSEE or SUBLICENSEES for the sale, lease or transfer of LICENSED PRODUCTS. Fair market value will be calculated as of the time of transfer of such non-cash consideration to LICENSEE or SUBLICENSEES.

1.15

“NON-COMMERCIAL RESEARCH PURPOSES” means the use of PATENT RIGHTS and/or PROPERTY RIGHTS for non-commercial research or other not-for-profit scholarly purposes.

1.16

“NON-ROYALTY SUBLICENSE INCOME” means SUBLICENSE issue fees, SUBLICENSE maintenance fees, SUBLICENSE milestone payments, and similar non-royalty payments made by SUBLICENSEES to LICENSEE on account of SUBLICENSES pursuant to this Agreement.

1.17

“PATENT RIGHTS” means (i) United States patent application 14/508,763, (ii) any U.S. or foreign patent or patent application that is a divisional, continuation, reissue, renewal, reexamination, substitution or extension of at least one of the patents and patent applications identified in (i), and (iii) any claim of a continuation-in-part application or patent, which claim is entitled to the priority date of at least one of the patents or patent applications identified in (i).

1.18

“PROPERTY RIGHTS” means LABIOMED’s rights to the BIOLOGICAL MATERIALS.

1.19

“SERVICE” means the use of a COMPOSITION PRODUCT or METHOD PRODUCT, IDENTIFIED PRODUCT, or performance of a LICENSED METHOD by LICENSEE and/or its SUBLICENSEES on a “for-fee” basis for any third party.

1.20

“SUBLICENSE” means a grant by LICENSEE to a third party (the “SUBLICENSEE”) of a license within the FIELD under the PATENT RIGHTS and/or PROPERTY RIGHTS, to exercise some or all of the rights granted to LICENSEE in accordance with the terms of this Agreement.

- 2 -

1.21

“TERRITORY” means the United States, its territories, and possessions.

1.22

“VALID CLAIM” means (a) a pending claim of a patent application within the PATENT RIGHTS, which (i) has been asserted in good faith, and (ii) has not been abandoned or finally rejected without the possibility of appeal or refiling; or (b) a claim of an issued or granted and unexpired patent within the PATENT RIGHTS, which has not been held unenforceable, unpatentable or invalid by a decision of a court or governmental body of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, which has not been rendered unenforceable through disclaimer or otherwise, which has not been abandoned, or which has not been lost through an interference proceeding.

1.23

The terms “35 USC §§200-212” and “37 CFR §401” include all amendments to those statutes.

1.24

The terms “sold” and “sell” include, without limitation, leases and other transfers and similar transactions.

LICENSE

2.1

LABIOMED hereby grants to LICENSEE, and LICENSEE hereby accepts, an exclusive license in the TERRITORY under the PATENT RIGHTS and PROPERTY RIGHTS (with the right to grant sublicenses under the PATENT RIGHTS and PROPERTY RIGHTS solely as set forth in Section 2.4) to use the BIOLOGICAL MATERIALS and to make, use, sell, offer for sale and import LICENSED PRODUCTS for use in the FIELD.

2.2

LABIOMED reserves the right (i) to make and use, and grant to others non-exclusive licenses to make and use for NON-COMMERCIAL RESEARCH PURPOSES the subject matter described and claimed in PATENT RIGHTS and PROPERTY RIGHTS, and (ii) to provide the BIOLOGICAL MATERIALS to others on a non-exclusive basis, and grant others non-exclusive licenses to make and use the BIOLOGICAL MATERIALS, all for NON-COMMERCIAL RESEARCH PURPOSES.

2.3

2.4

LICENSEE shall not grant any SUBLICENSES without LABIOMED’s prior written approval, which approval shall not be unreasonably withheld. To the extent applicable, SUBLICENSES must include all of the rights of and obligations due to LABIOMED and sponsors of research (which may include, without limitation, the United States Government) contained in this Agreement. No third party to whom LICENSEE grants a SUBLICENSE may grant further SUBLICENSES or may assign the SUBLICENSE without LABIOMED’s prior written approval. The LICENSEE shall promptly provide LABIOMED with a copy of each SUBLICENSE issued; collect and guarantee payment of all payments due LABIOMED from SUBLICENSEES; and summarize and deliver all reports due LABIOMED from SUBLICENSEES. Upon termination of this Agreement for any reason, LABIOMED, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to LABIOMED any and all SUBLICENSES. The right of LICENSEE to grant SUBLICENSES or shall not survive termination of this Agreement.

2.5

Nothing in this Agreement shall be construed to confer any rights upon LICENSEE by implication, estoppel, or otherwise as to any technology or intellectual property rights of LABIOMED other than the PATENT RIGHTS and PROPERTY RIGHTS, regardless of whether such technology or intellectual property rights shall be dominant or subordinate to any PATENT RIGHTS and PROPERTY RIGHTS.

PERFORMANCE OBLIGATIONS AND MILESTONES

3.1

LICENSEE shall itself, or through its Affiliates or SUBLICENSEES, use COMMERCIALLY REASONABLE EFFORTS to DEVELOP the LICENSED PRODUCTS in the TERRITORY and to COMMERCIALIZE the LICENSED PRODUCT in the TERRITORY. LICENSEE will undertake such activities at its sole expense and shall provide to LABIOMED reports regarding LICENSEE’s progress within thirty (30) days following the expiration of each calendar year. The LICENSEE may identify and elect to seek the most commercially reasonable route for regulatory approval.

3.2

Without limiting the generality of Section 3.1 above, LICENSEE shall achieve each PERFORMANCE MILESTONE under either clause (A) or (B), depending on which route the LICENSEE has elected to pursue:

If moving forward with EXEMPT ROUTE:

Within 2 years following the EFFECTIVE DATE to initiate human clinical trial of a LICENSED PRODUCT.

- 3 -

Within 4 years following the EFFECTIVE DATE, initiate sales of a LICENSED PRODUCT.

If moving forward with IND ROUTE:

Within 3 years following the EFFECTIVE DATE to initiate Phase I human clinical trial of a LICENSED PRODUCT.

Within 5 years following the EFFECTIVE DATE to initiate Phase II human clinical trial of a LICENSED PRODUCT.

Within 7 years following the EFFECTIVE DATE to initiate Phase III human clinical trial of a LICENSED PRODUCT.

Within 10 years following the EFFECTIVE DATE, initiate sales of a LICENSED PRODUCT.

Each act recited in this Section 3.2 is referred to as a “PERFORMANCE MILESTONE”.

3.3

In the event of failure by LICENSEE to satisfy the obligations in Section 3.1 or to meet a PERFORMANCE MILESTONE, the license grant under Section 2.1 may be terminated or converted to non-exclusive at LABIOMED’s sole discretion.

3.4

LICENSEE agrees that it shall comply with the applicable requirements of 35 U.S.C. § 204 to the extent required in connection with manufacturing LICENSED PRODUCT.

3.5

Within 60 days from signing this Agreement, LICENSEE shall provide to LABIOMED a written research and development plan under which LICENSEE intends to bring the subject matter of the licenses granted hereunder into commercial use upon execution of this Agreement. Such plan includes projections of sales and proposed marketing efforts.

3.6

No later than sixty (60) days after June 30 of each calendar year, LICENSEE shall provide to LABIOMED a written annual Progress Report describing progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the most recent twelve (12) month period ending June 30 and plans for the forthcoming year. If multiple technologies are covered by the license granted hereunder, the Progress Report shall provide the information set forth above for each technology. If progress differs from that anticipated in the plan required under Section 3.5, LICENSEE shall explain the reasons for the difference and propose a modified research and development plan for LABIOMED’s review and approval. LICENSEE shall also provide any reasonable additional data LABIOMED requires to evaluate LICENSEE’s performance.

FINANCIAL TERMS

4.1

LICENSEE shall pay to LABIOMED a non-cancelable, non-refundable, non-creditable License Issue Royalty in the sum of five thousand dollars ($5,000) within ten (10) days of the EFFECTIVE DATE.

4.2

Commencing with the third anniversary of the EFFECTIVE DATE, and on each subsequent anniversary of the Effective Date, LICENSEE shall pay to LABIOMED a non-refundable License Maintenance Royalty in the sum of twenty-thousand dollars ($20,000). Such License Maintenance Royalty shall not be due on an anniversary of the EFFECTIVE DATE if during the immediately preceding twelve (12) month period LICENSEE has made royalty payments under Section 4.3 that equals or exceeds fifty-thousand dollars ($50,000).

4.3

LICENSEE shall pay to LABIOMED royalties, with respect to each LICENSED PRODUCT or SERVICE equal to six percent (6%) of NET SALES of such LICENSED PRODUCT or SERVICE by LICENSEE, its AFFILIATES and SUBLICENSEES.

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4.4

LICENSEE shall pay to LABIOMED the following milestone payments within thirty (30) days following the first achievement of the applicable milestone:

If moving forward with EXEMPT ROUTE

$250,000 for regulatory approval of a LICENSED PRODUCT.

$250,000 for first commercial sale of a LICENSED PRODUCT.

If moving forward with IND ROUTE

$50,000 for initiation of Phase I of a LICENSED PRODUCT.

$100,000 for initiation of Phase II of a LICENSED PRODUCT.

$150,000 for initiation of Phase III of a LICENSED PRODUCT.

$250,000 for regulatory approval of a LICENSED PRODUCT.

$250,000 for first commercial sale of a LICENSED PRODUCT.

4.5

LICENSEE shall pay to LABIOMED twenty percent (25%) of NON-ROYALTY SUBLICENSE INCOME.

4.6

On the Effective Date, LICENSEE shall issue LABIOMED 50,000 shares of LICENSEE’s common stock (the “SHARES”). In the event of any merger of LICENSEE with or into another corporation (e.g., in connection with a "reverse merger" into a public shell corporation), the SHARES shall be entitled to convert into shares of the surviving corporation or its parent, as applicable, at the most favorable rate of all other outstanding shares of common stock of the LICENSEE.

4.7

LICENSEE shall report to LABIOMED the date of first sale of LICENSED PRODUCTS in each country within thirty (30) days of occurrence. Within sixty (60) days after the end of each calendar half year ending June 30 and December 31 during the term of this Agreement following the first commercial sale of a LICENSED PRODUCT or receipt by LICENSEE or its AFFILIATES of NON- ROYALTY SUBLICENSE INCOME, LICENSEE shall furnish to LABIOMED a quarterly written Royalty Report showing in reasonably specific detail (i) the number of LICENSED PRODUCTS sold by LICENSEE and/or its SUBLICENSEES in each country; (ii) total billings for such LICENSED PRODUCTS; (iii) an accounting of all LICENSED METHODS used; (iv) deductions applicable to determine the NET SALES; (v) the amount and calculation of NON- ROYALTY SUBLICENSE INCOME for such calendar half year; (vi) the calculation of the royalties, if any, that shall have accrued based upon such NET SALES and NON- ROYALTY SUBLICENSE INCOME, or, if no royalties are due to LABIOMED for any reporting period, the statement that no royalties are due; and (vii) the exchange rates, if any, used in determining the amount of United States dollars. Such Royalty Report shall be certified as correct by an officer of LICENSEE and shall include a detailed listing of all deductions from royalties. Such officer shall have a reasonable knowledge of, and access to, information on which such report is based. With respect to sales of LICENSED PRODUCTS invoiced in United States dollars, the gross sales, NET SALES and royalties payable shall be expressed in United States dollars. With respect to (i) NET SALES invoiced in a currency other than United States dollars and (ii) cash consideration paid in a currency other than United States dollars by SUBLICENSEES hereunder, all such amounts shall be expressed both in the currency in which the distribution is invoiced and in the United States dollar equivalent. All such reports shall be maintained in confidence by LABIOMED except as required by law; however, LABIOMED may include in its usual reports annual amounts of royalties paid.

4.8

LICENSEE shall pay to LABIOMED with each such Royalty Report the amount of royalty due with respect to such calendar half year. If multiple technologies are covered by the license granted hereunder, LICENSEE shall specify which PATENT RIGHTS and/or BIOLOGICAL MATERIALS are utilized for each LICENSED PRODUCT included in the Royalty Report. All payments due hereunder shall be deemed received when funds are credited to LABIOMED’s bank account and shall be payable by check or wire transfer in United States dollars. If made by wire transfer, such payments shall be marked so as to refer to this Agreement. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the United States (as reported in the New York Times or the Wall Street Journal) on the last working day of each royalty period. No transfer, exchange, collection or other charges shall be deducted from such payments. Late payments shall be subject to a charge of one and one half percent (1 1/2%) per month, or $250, whichever is greater.

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RECORD KEEPING

5.1

LICENSEE shall keep, and shall require its SUBLICENSEES to keep, accurate records (together with supporting documentation) of LICENSED PRODUCTS made, used or sold under this Agreement, appropriate to determine the amount of royalties due to LABIOMED hereunder. Such records shall be retained for at least three (3) years following the end of the reporting period to which they relate. LICENSEE and each SUBLICENSEE shall make such records available to LABIOMED during normal business hours for examination by an accountant selected by LABIOMED, for the sole purpose of verifying reports and payments hereunder. In conducting examinations pursuant to this paragraph, LABIOMED’s accountant shall have access to all records which LABIOMED reasonably believes to be relevant to the calculation of royalties and other payments due under Section 4.

5.2

LABIOMED’s accountant shall not disclose to LABIOMED any information other than information relating to the accuracy of reports and payments made hereunder.

5.3

Such examination by LABIOMED’s accountant shall be at LABIOMED’s expense, except that if such examination shows an underreporting or underpayment in excess of five percent (5%) for any twelve (12) month period, then LICENSEE shall pay the cost of such examination as well as any additional sum that would have been payable to LABIOMED had the LICENSEE reported correctly, plus interest on said sum at the rate of one and one half per cent (1 1/2%) per month.

PATENTS

6.1

Upon execution of this Agreement, LICENSEE shall reimburse LABIOMED for all expenses related to revival of the patent applications under PATENT RIGHTS (provided that reimbursement for such revival costs shall not exceed $1800) and any future patents costs for the review, preparation, filing, prosecution and maintenance of PATENT RIGHTS. Following execution of this Agreement, LICENSEE shall appoint a competent patent attorney or firm, with LA BIOMED’s express written permission, to file, prosecute and maintain all U.S. and foreign patent applications and patents included within the PATENT RIGHTS. If LICENSEE desires to change patent attorneys or firms, the LICENSEE shall first seek express written permission from LA BIOMED before making any changes to the patent attorney or firm. If at any point LABIOMED deems that LICENSEE’s patent attorney is not competent or LICENSEE does not have a LABIOMED approved patent attorney, all rights to file, prosecute, maintain PATENT RIGHTS shall immediately return to LABIOMED. Furthermore, at all times, LABIOMED shall appoint a patent attorney or firm to review and oversee all matters or proceedings related to patent preparation, filing and prosecution carried out by LICENSEE’s appointed attorney and LICENSEE shall reimburse LABIOMED for all costs incurred by LABIOMED’s appointed attorney upon invoicing from LABIOMED. Late payment of these invoices shall be subject to interest charges of one and one-half percent (1 1/2%) per month. LABIOMED shall own all PATENT RIGHTS and LICENSEE shall at all times apply for, to prosecute and to maintain PATENT RIGHTS in LABIOMED’s name in any country, regardless who is carrying out the prosecution. LICENSEE shall consult LABIOMED on each step of the prosecution process and LICENSEE shall incorporate LABIOMED’s comments where reasonably practicable.

6.2

LABIOMED and LICENSEE shall cooperate fully in the preparation, filing, prosecution and maintenance of PATENT RIGHTS and of all patents and patent applications licensed to LICENSEE hereunder, executing all papers and instruments or requiring members of LABIOMED to execute such papers and instruments so as to enable LABIOMED to apply for, to prosecute and to maintain patent applications and patents in LABIOMED’s name in any country. Each party shall provide to the other prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any such patent applications or patents.

6.3

LICENSEE may elect to surrender its PATENT RIGHTS in any country upon one-hundred-twenty (120) days written notice to LABIOMED. Such notice shall not relieve LICENSEE from responsibility to reimburse LABIOMED for patent-related expenses incurred prior to the expiration of the one-hundred-twenty (120)-day notice period (or such longer period specified in LICENSEE’s notice).

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6.4

Each party shall notify the other party of any substantial infringement in the TERRITORY known to such party of any PATENT RIGHTS and shall provide the other party with the available evidence, if any, of such infringement. With respect to any PATENT RIGHTS that are exclusively licensed to LICENSEE pursuant to this Agreement, LICENSEE shall have the right to prosecute in its own name and at its own expense any infringement of such patent, so long as such license is exclusive at the time of the commencement of such action. Before LICENSEE commences an action with respect to any infringement of such patents, LICENSEE shall give careful consideration to the views of LABIOMED and to potential effects on the public interest in making its decision whether or not to sue. If LICENSEE elects to commence an action as described above, LABIOMED may, to the extent permitted by law, elect to join as a party in that action. Regardless of whether LABIOMED elects to join as a party, LABIOMED shall cooperate fully with LICENSEE in connection with any such action. If LABIOMED elects to join as a party, LABIOMED shall jointly control the action with LICENSEE. LICENSEE shall reimburse LABIOMED for any costs LABIOMED incurs, including reasonable attorneys’ fees, as part of an action brought by LICENSEE, irrespective of whether LABIOMED becomes a co-plaintiff.

6.5

No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of LABIOMED, which consent shall not be unreasonably withheld. Recoveries or reimbursements from actions commenced pursuant to Section 6.4 shall first be applied to reimburse LICENSEE and LABIOMED for litigation costs. Any remaining recoveries or reimbursements shall be shared equally by LICENSEE and LABIOMED.

6.6

If LICENSEE does not, within sixty (60) days of receipt of notice from LABIOMED, abate the infringement or file suit to enforce the PATENT RIGHTS against at least one infringing party in the TERRITORY or otherwise notifies LABIOMED that it elects not to exercise its right to prosecute an infringement of the PATENT RIGHTS, then LABIOMED may do so at its own expense, controlling such action and retaining all recoveries therefrom. LICENSEE shall cooperate fully with LABIOMED in connection with any such action. With respect to any such infringement action prosecuted by LABIOMED in good faith, LICENSEE shall pay over to LABIOMED any payments (whether or not designated as “ROYALTIES”) made by the alleged infringer to LICENSEE under any existing or future SUBLICENSE authorizing LICENSED PRODUCTS, up to the amount of LABIOMED’s unreimbursed litigation expenses (including, but not limited to, reasonable attorneys’ fees).

6.7

If a declaratory judgment action is brought naming LICENSEE as a defendant and alleging invalidity of any of the PATENT RIGHTS, LABIOMED may elect, but not obligated to, to take over the sole defense of the action at its own expense. LICENSEE shall cooperate fully with LABIOMED in connection with any such action

TERMINATION

7.1

Subject to Sections 7.2 and 7.3 below, this Agreement shall expire on the expiration of the last to expire of the patents included in the PATENT RIGHTS.

7.2

LICENSEE may terminate this Agreement, in its sole discretion, upon ninety (90) days prior written notice to LABIOMED.

7.3

LABIOMED may terminate this Agreement as follows:

(a)

If LICENSEE does not make a payment due hereunder and fails to cure such non-payment (including the payment of interest specified herein) within forty-five (45) days after the date of notice in writing of such non-payment by LABIOMED;

(b)

If LICENSEE defaults in its obligations under Section 9 to procure and maintain insurance.

(c)

If LABIOMED determines that the Agreement should be terminated pursuant to Section 3.3.

(d)

If LICENSEE shall become insolvent, shall make an assignment for the benefit of creditors, or shall have a petition in bankruptcy filed for or against it. Such termination shall be effective immediately upon LABIOMED giving written notice to LICENSEE.

(e)

If an examination by LABIOMED’s accountant pursuant to Section 5 shows an underreporting or underpayment by LICENSEE in excess of 20% for any twelve (12) month period.

(f)

If LICENSEE is convicted of a felony relating to the manufacture, use, or sale of LICENSED PRODUCTS.

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(g)

To the extent allowed under applicable law, in the event LICENSEE or any of its AFFILIATES or SUBLICENSEES contests or challenges, or supports or assists any third party to contest or challenge, in any patent office, court, regulatory agency or other forum, LABIOMED’s ownership of or rights in, or the validity, enforceability or scope of, any of the PATENT RIGHTS.

(h)

Except as provided in subparagraphs (a), (b), (c), (d), (e), (f) and (g) above, if LICENSEE defaults in the performance of any obligations under this Agreement and the default has not been remedied within ninety (90) days after the date of notice in writing of such default by LABIOMED.

7.4

Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination, and the provisions of Sections 5, 7, 8, 9 and 10 shall survive the expiration or termination of this Agreement. LICENSEE shall provide, in all SUBLICENSES granted by it under this Agreement, that LICENSEE’s interest in such SUBLICENSES shall at LABIOMED’s option terminate or be assigned to LABIOMED upon termination of this Agreement. Upon termination, LICENSEE shall submit a final Royalty Report to LABIOMED and any royalty payments and unreimbursed patent expenses invoiced by LABIOMED shall become immediately payable.

7.5

Upon termination of this Agreement pursuant to Sections 7.2 or 7.3, whether by LABIOMED or by LICENSEE (a) LICENSEE shall cease all use of the BIOLOGICAL MATERIALS and shall, upon request, return or destroy (at LABIOMED’s option) all BIOLOGICAL MATERIALS under its control or in its possession, and (b) to the extent permitted by the applicable regulatory authority, LICENSEE shall: (i) transfer to LABIOMED all regulatory filings and approvals held by LICENSEE with respect to a LICENSED PRODUCT, and (ii) to the extent subsection (i) is not permitted by the applicable regulatory authority, permit LABIOMED or a subsequent licensee to cross-reference and rely upon any regulatory filings and approvals filed by LICENSEE with respect to a LICENSED PRODUCT.

7.6

LICENSEE’s obligation to pay to LABIOMED royalties due under Section 4.3 on sales of IDENTIFIED PRODUCTS shall survive termination of this Agreement.

WARRANTY

8.1

LABIOMED does not warrant the validity of the PATENT RIGHTS licensed hereunder and makes no representations whatsoever with regard to the scope of the licensed PATENT RIGHTS or PROPERTY RIGHTS or that such PATENT RIGHTS, PROPERTY RIGHTS or BIOLOGICAL MATERIALS may be exploited by LICENSEE or any SUBLICENSEE without infringing other patents.

8.2

LABIOMED EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PATENT RIGHTS, BIOLOGICAL MATERIALS, OR INFORMATION SUPPLIED BY LABIOMED, LICENSED METHODS OR LICENSED PRODUCTS CONTEMPLATED BY THIS AGREEMENT. Further, LABIOMED has made no investigation and makes no representation that any BIOLOGICAL MATERIALS supplied by it or the methods used in making or using such materials are free from liability for patent infringement.

8.3

LICENSEE shall not distribute or release the BIOLOGICAL MATERIALS to others except to further the purposes of this Agreement. LICENSEE shall protect the BIOLOGICAL MATERIALS at least as well as it protects its own valuable tangible personal property and shall take measures to protect the BIOLOGICAL MATERIALS from any claims by third parties including creditors and trustees in bankruptcy.

8.4

LABIOMED SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOST REVENUES REGARDLESS OF WHETHER IT HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR THE TYPE OF CLAIM, CONTRACT OR TORT (INCLUDING NEGLIGENCE).

8.5

IN NO EVENT SHALL LABIOMED’S LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT EXCEED THE CAP, REGARDLESS OF WHETHER LABIOMED HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR THE TYPE OF CLAIM, CONTRACT OR TORT (INCLUDING NEGLIGENCE). “CAP” means the total amounts paid by LICENSEE to LABIOMED during the six (6) months immediately preceding the event giving rise to the claim.

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INDEMNIFICATION

9.1

LICENSEE shall indemnify, defend and hold harmless LABIOMED and its current or former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and their respective successors, heirs and assigns (collectively, the “INDEMNITEES”), from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of litigation) (collectively, “Claims”), based upon, arising out of, or otherwise relating to this Agreement, including without limitation any cause of action relating to product liability.

9.2

LICENSEE shall, at its own expense, provide attorneys reasonably acceptable to LABIOMED to defend against any actions brought or filed against any INDEMNITEE hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought.

9.3

Beginning at the time any such product, process or service is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by LICENSEE or by a SUBLICENSEE or agent of LICENSEE, LICENSEE shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than $5,000,000 per incident and $5,000,000 annual aggregate and naming the INDEMNITEES as additional insureds. During clinical trials of any such product, process or service, LICENSEE shall, at its sole cost and expense, procure and maintain commercial general liability insurance in such equal or lesser amount as LABIOMED shall require, naming the INDEMNITEES as additional insureds. Such commercial general liability insurance shall provide

(a)

product liability coverage and

(b)

broad form contractual liability coverage for LICENSEE’s indemnification under this Agreement.

9.4

LICENSEE shall, at its sole cost and expense, procure and maintain professional liability insurance in amounts not less than (a) if the LICENSED PRODUCTS are only in pre-clinical development, then $1,000,000 per incident and $3,000,000 annual aggregate, (b) if the LICENSED PRODUCTS are the subject of a clinical trial, then $3,000,000 per incident and $5,000,000 annual aggregate, and (c) if a LICENSED PRODUCT is being commercially distributed or sold by LICENSEE or by a SUBLICENSEE or agent of LICENSEE, $5,000,000 per incident and $10,000,000 annual aggregate, in each case naming the INDEMNITEES as additional insureds.

9.5

LICENSEE shall provide LABIOMED with written evidence of such insurance upon execution of this Agreement and annually thereafter. LICENSEE shall provide LABIOMED with written notice at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance; if LICENSEE does not obtain replacement insurance providing comparable coverage within such fifteen (15) day period, LABIOMED shall have the right to terminate this Agreement effective at the end of such fifteen (15) day period without notice or any additional waiting periods.

9.6

LICENSEE shall maintain such commercial general liability insurance beyond the expiration or termination of this Agreement during

(a)

the period that any product, process, or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold by LICENSEE or by a SUBLICENSEE or agent of LICENSEE and

(b)

a reasonable period after the period referred to in (a) above which in no event shall be less than fifteen (15) years.

10.

MISCELLANEOUS

10.1

LICENSEE shall not use LABIOMED’s name or insignia, or any adaptation of them, or the name of any of LABIOMED’s inventors in any advertising, promotional or sales literature, including without limitation press releases, without the prior written approval of LABIOMED.

10.2

Except as required by law, LICENSEE shall not disclose any terms or conditions of this Agreement to any third party without the prior consent of LABIOMED.

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10.3

Any consent, notice or report required or permitted to be given or made under this Agreement by one of the parties hereto to the other party shall be in writing, delivered by any lawful means to such other party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor and (except as otherwise provided in this Agreement) shall be effective upon receipt by the addressee.

If to LABIOMED:

__________________________

Attention: ______________

If to LICENSEE:

Creative Medical Technologies, Inc.

2017 W. Peoria Ave.

Phoenix, AZ 85029

Attention: Timothy Warbington

10.4

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof.

10.5

Without the prior written approval of LABIOMED in each instance, which approval is not unreasonably to be withheld, neither this Agreement nor the rights granted hereunder shall be transferred or assigned in whole or in part by LICENSEE to any party, whether voluntarily or involuntarily, by operation of law or otherwise. This Agreement shall be binding upon the respective successors, legal representatives and assignees of LABIOMED and LICENSEE.

10.6

LICENSEE shall comply with all applicable laws and regulations in the countries where LICENSED PRODUCTS are manufactured or sold. In particular, it is understood and acknowledged that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulations among other things, prohibit or require a license for the export of certain types of technical data to certain specified countries. LICENSEE hereby agrees and gives written assurance that it will comply with all United States laws and regulations controlling the export of commodities and technical data, that it will be solely responsible for any violation of such by LICENSEE and/or its SUBLICENSEES, and that it will defend and hold LABIOMED harmless in the event of any legal action of any nature occasioned by such violation.

10.7

LICENSEE shall obtain all regulatory approvals required in each country for the manufacture and sale of LICENSED PRODUCTS.

10.8

LICENSEE shall utilize appropriate patent and/or trademark marking on LICENSED PRODUCTS.

10.9

LICENSEE shall register or record this Agreement as is required by law or regulation in any country where the license is in effect.

10.10

No change, modification, extension, termination or waiver of this Agreement, or any of the provisions herein contained, shall be valid unless made in writing and signed by duly authorized representatives of the parties hereto. The waiver by either party hereto of any right hereunder or the failure to perform or of a breach by the other party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other party whether of a similar nature or otherwise.

10.11

This Agreement constitutes the entire understanding between the parties and neither party shall be obligated by any condition or representation other than those expressly stated herein or as may be subsequently agreed to by the parties hereto in writing.

10.12

Should a court of competent jurisdiction hold any provision of this Agreement to be invalid, illegal, or unenforceable, and such holding is not reversed on appeal, it shall be considered severed from this Agreement. All other provisions, rights and obligations shall continue without regard to the severed provision, provided that the remaining provisions of this Agreement are in accordance with the intention of the parties.

10.13

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center

By: /s/ David I. Meyer

Name: David I. Meyer

Title: President and CEO

[LICENSEE]

By: /s/ Timothy Warbington

Name: Timothy Warbington

Title: Chief Executive Officer

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements give effect to the reverse merger transaction (the “Recapitalization” or the “Reverse Merger”) between Creative Medical Technologies, Inc., (a Nevada corporation) (“CMT”), Jolley Marketing, Inc. (a Nevada corporation) (“JLLM”), Jolley Acquisition Corp. (a Nevada corporation, wholly owned by Jolley Marketing, Inc.), (“Merger Sub”) and Steven L. White, an individual residing in Utah (“Shareholder”).

The “Historical” Financial Statements included in the attached Pro Forma combined financial statements include:

The audited February 29, 2016 Balance Sheet and the audited Statement of Operations for the period from December 30, 2015 (inception) through February 29, 2016 of Creative Medical Technologies, Inc.; and

The audited Balance Sheet and Statement of Operations of JLLM as presented in the Company’s December 31, 2015 Form 10-K.

The Reverse Merger was completed via merging Merger Sub into CMT, and CMT, as the surviving corporation, became a wholly-owned subsidiary of JLLM. As of the closing of the transaction, the transaction is accounted for as a recapitalization of JLLM as follows:

CMT advanced $25,000 for payment of accounts payable outstanding at closing;

JLLM exchanged 97,000,000 newly issued shares of common stock of JLLM for all CMT outstanding common stock (at the ratio of 6.4666666 shares of JLLM common stock for each share of CMT);

JLLM cancelled 15,100,000 shares of common stock outstanding;

the owners and management of CMT have voting and operating control of JLLM after the Reverse Merge; and

JLLM is non-operating and in the development stage.

The unaudited pro forma combined financial statements presented below are prepared using recapitalization accounting for the Reverse Merger. Pro forma adjustments which give effect to certain transactions occurring as a direct result of the Reverse Merger are described in the accompanying unaudited notes presented on the following pages. The financial statements of JLLM included in the following unaudited pro forma combined financial statements are derived from the audited financial statements of JLLM for the year ended December 31, 2015. The unaudited pro forma combined balance sheet is prepared as though the Reverse Merger occurred at the close of business on December 31, 2015. The unaudited pro forma combined statements of operations give effect to the Reverse Merger as though it occurred on January 1, 2015.

The unaudited pro forma combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had CMT and JLLM been a combined company during the specified periods. The unaudited pro forma combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of JLLM included in the Form 10-K and the historical unaudited financial statements of JLLM included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2016.

See Notes and Assumptions to Pro Forma Combined Financial Statements


JOLLEY MARKETING, INC.
PRO FORMA COMBINED INCOME STATEMENT
December 31, 2015
(unaudited)
				Creative Medical Technologies, Inc. (Historical)	Jolley Marketing, Inc. (Historical)	Pro Forma Adjustments	Adjustment Explanatory Footnote		Pro Forma Combined

REVENUE			$	-	-			$	-



OPERATING EXPENSES

	Research and development			3,864	-				3,864
	Royalty expense - license fees			7,300	-				7,300
	Organization, start-up costs			18,791	-				18,791
	General and administrative			4,493	20,831				25,324
	Management expense - related party			73,000	-				73,000

		Total Operating Expenses		107,448	20,831	-			128,279

		Net Operating Loss		(107,448)	(20,831)	-			(128,279)



NET LOSS			$	(107,448)	(20,831)	-		$	(128,279)

BASIC AND DILUTED LOSS PER SHARE							f.	$	(0.001)

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING							g. and h.		100,013,750

See Notes and Assumptions to Pro Forma Combined Financial Statements

CREATIVE TECHNOLOGIES, INC.

NOTES AND ASSUMPTIONS TO PRO FORMA COMBINED FINANCIAL STATEMENTS

(unaudited)

Pursuant to the merger agreement, JLLM received $25,000 of proceeds in exchange for a promissory note payable, dated May 18, 2016. The note payable accrues interest at 8.0%. The interest and principal are due on or before May 18, 2018. The proceeds, received from the parent corporation of CMT included approximately $13,226 received subsequent to the historical balance sheet and prior to the reverse merger with the balance of approximately $11,774 received as part of the closing of the reverse merger on May 18, 2016.

To adjust JLLM stockholders’ equity (deficiency) accounts to reflect the effects of the recapitalization, including the conversion of all outstanding common shares of CMT into 97,000,000 shares of JLLM at par value $0.001 per share.

Following the closing, JLLM purchased 15,100,000 shares of its common stock from a shareholder for $5,000.

Immediately following the purchase of 15,100,000 shares of common stock acquired in c. above, Company cancelled all shares acquired;

To close out retained earnings being eliminated in the acquired company

Pro forma basic and diluted loss per common share is based on the weighted average number of common shares which would have been outstanding during the period if the recapitalization had occurred at January 1, 2015, and reflects the exchange of the common stock of CMT for common stock of JLLM;

No shares of preferred stock were included as there was no preferred stock outstanding before or subsequent to the recapitalization;

Pro forma weighted average shares include the retention of 3,013,750 shares of common stock by prior shareholders of JLLM as if such shares were issued on January 1, 2015.

The unaudited pro forma combined financial statements do not include any adjustment for non-recurring costs incurred or to be incurred after December 31, 2015 by both CMT and JLLM to consummate the Reverse Merger, except as noted above. Merger costs include fees payable for legal fees, accounting fees, transfer agent and filing fees. Such costs will be expensed as incurred.

CANCELLATION OF INDEBTEDNESS AGREEMENT

This Cancellation of Indebtedness Agreement (this “ Cancellation Agreement ”) is made and entered into as of the 6th day of May 2016, by Jolley Marketing, Inc. (“ Borrower ”) and the undersigned holder (“ Holder ”).

RECITALS

WHEREAS, Holder lent the borrower money pursuant to a promissory note(s) as set forth in the Schedule A, and any amendments or extensions thereto (the “ Note(s) ”).

WHEREAS, the Borrower entered into an Agreement and Plan of Merger on April 29, 2016, which merger will close on May 18, 2016;

WHEREAS, as consideration for Borrower merging with an operating company that will infuse value into the Borrower, Holder has agreed to cancel the Note(s) and all of the outstanding indebtedness represented thereby and terminate any other rights of Holder arising under the Note(s) in accordance with the terms of this Cancellation Agreement.

AGREEMENT

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned acknowledge and agree as follows:

Holder’s Representations . The Holder represents and warrants to the Borrower that the Note(s), and the right to collect the debts underlying the Note(s) , belongs solely to the Holder and is free and clear of any liens other than encumbrances. Holder further represents that it is solvent and is not currently in any litigation, bankruptcy or other proceedings that could prevent the Holder from cancelling the debts underlying the Note(s).

Counterparts . This Cancellation Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, by facsimile or electronic mail, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or portable document format (“ pdf ”) signature page will constitute an original for purposes hereof.

Further Assurances . The parties hereto agree to execute and deliver such further documents and/or instruments as may be reasonably necessary to effect the purposes of this Cancellation Agreement.

Attorneys’ Fees and Costs . If either party brings legal action to enforce its rights under this agreement, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees and costs) incurred in connection with the action and any appeal.

Governing Law . This Cancellation Agreement will be governed by and construed under the laws of the State of Utah, as applied to agreements among Utah residents, made and to be performed entirely within the State of Utah, without giving effect to conflicts of laws principles. The parties hereto irrevocably submit to the jurisdiction of the Courts of the State of Colorado located in the County of Utah and the United States District Court of Utah in any action arising out of or relating to this Note, and hereby irrevocably agree that all claims in respect of such action may be heard and determined in such state or federal court. The Parties hereto irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

Severability. If a court of competent jurisdiction finds any provision of this Cancellation Agreement to be invalid or unenforceable as to either Borrower or Holder, such finding shall not render that provision invalid or unenforceable as to any other persons. If feasible, any such offending provision will be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Cancellation Agreement in all other respects shall remain valid and enforceable.

Waiver. Holder will not be deemed to have waived any rights under this Cancellation Agreement unless such waiver is given in writing and signed by Holder. No delay or omission on the part of Holder in exercising any right shall operate as a waiver of such right or any other right. A waiver by Holder of a provision of the Note shall not prejudice or constitute a waiver of Holder’s right otherwise to demand strict compliance with that provision or any other provision of this Cancellation Agreement. No prior waiver by Holder, nor any course of dealing between Holder and Borrower, shall constitute a waiver of any of Holder’s rights or of any obligations of Borrower as to any future transactions. Whenever the consent of Holder is required under this Cancellation Agreement, the granting of such consent by Holder in any instance shall not constitute continuing consent in subsequent instances where such consent is required, and in all cases such consent may be granted or withheld in the sole discretion of Holder.

Amendment. Neither this Cancellation Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Borrower and Holder.

IN WITNESS WHEREOF, the undersigned have executed this Cancellation Agreement of Indebtedness as of the date first set forth above.


BORROWER :		HOLDER :
Jolley Marketing, Inc.		Lorikeet, Inc


By:	/s/ Steven L. White	By:	/s/ Steven L. White
Name:	Steven L. White	Name:	Steven L. White
Title:	President	Title:	President

SCHEDULE A

Promissory Notes


Instrument	Holder	Date	Amount
Promissory Note	Lorikeet, Inc.	4/16/2009	$6,000
Promissory Note	Lorikeet, Inc.	5/4/2009	$50,000
Promissory Note	Lorikeet, Inc.	6/12/2009	$5,000
Promissory Note	Lorikeet, Inc.	7/20/2009	$2,500
Promissory Note	Lorikeet, Inc.	9/3/2009	2,000
Promissory Note	Lorikeet, Inc.	9/28/2009	$500
Promissory Note	Lorikeet, Inc.	11/9/2009	3,600
Promissory Note	Lorikeet, Inc.	11/16/2009	$3,900
Promissory Note	Lorikeet, Inc.	12/22/2009	$2,500
Promissory Note	Lorikeet, Inc.	3/29/2010	$4,500
Promissory Note	Lorikeet, Inc.	7/12/2010	$5,000
Promissory Note	Lorikeet, Inc.	9/24/2010	$1,000
Promissory Note	Lorikeet, Inc.	12/27/2010	$3,000
Promissory Note	Lorikeet, Inc.	3/4/2011	$3,650
Promissory Note	Lorikeet, Inc.	5/2/2011	$5,000

CANCELLATION OF INDEBTEDNESS AGREEMENT

This Cancellation of Indebtedness Agreement (this “ Cancellation Agreement ”) is made and entered into as of the 10th day of May 2016, by Jolley Marketing, Inc. (“ Borrower ”) and the undersigned holder (“ Holder ”).

RECITALS

WHEREAS, Holder lent the borrower money pursuant to a promissory note(s) as set forth in the Schedule A, and any amendments or extensions thereto (the “ Note(s) ”).

WHEREAS, the Borrower entered into an Agreement and Plan of Merger on April 29, 2016, which merger will close on May 18, 2016;

AGREEMENT

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned acknowledge and agree as follows:

Amendment. Neither this Cancellation Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Borrower and Holder.

IN WITNESS WHEREOF, the undersigned have executed this Cancellation Agreement of Indebtedness as of the date first set forth above.


BORROWER :		HOLDER :
Jolley Marketing, Inc.		Jackie O’Reilly


By:	/s/ Steven L. White	By:	/s/ Jackie O’Reilly
Name:	Steven L. White	Name:	Jackie O’Reilly
Title:	President	Title:

SCHEDULE A

Promissory Notes


Instrument	Holder	Date	Amount
Promissory Note	Jackie O'Reilly	3/5/2012	$3,000

CANCELLATION OF INDEBTEDNESS AGREEMENT

RECITALS

WHEREAS, Holder lent the borrower money pursuant to a promissory note(s) as set forth in the Schedule A, and any amendments or extensions thereto (the “ Note(s) ”).

WHEREAS, the Borrower entered into an Agreement and Plan of Merger on April 29, 2016, which merger will close on May 18, 2016;

AGREEMENT

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned acknowledge and agree as follows:

Cancellation of Debt and Rights . Conditioned upon the full execution of this Cancellation Agreement, (a) the Note(s) and all of the outstanding indebtedness represented thereby, including accrued but unpaid interest on the Note(s), is hereby cancelled effective immediately (the “ Effective Date ”), and (b) any and all rights of Holder (including without limitation, any security interests in Borrower’s assets granted to Holder) are hereby cancelled and terminated as of the Effective Date. Notwithstanding the above, $2,650 of the debt owed under the Note(s) will continue to be outstanding (and will not accrue interest) and will be paid upon closing of the merger.

Amendment. Neither this Cancellation Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Borrower and Holder.

IN WITNESS WHEREOF, the undersigned have executed this Cancellation Agreement of Indebtedness as of the date first set forth above.


BORROWER :		HOLDER :
Jolley Marketing, Inc.		Dassity, Inc.


By:	/s/ Steven L. White	By:	/s/ Brenda Hall
Name:	Steven L. White	Name:	Brenda Hall
Title:	President	Title:	President

SCHEDULE A

Promissory Notes


Instrument	Holder	Date	Amount
Promissory Note	Dassity, Inc.	8/11/2011	$6,000
Promissory Note	Dassity, Inc.	5/2/2012	$2,500
Promissory Note	Dassity, Inc.	8/7/2012	$3,800

CANCELLATION OF INDEBTEDNESS AGREEMENT

RECITALS

WHEREAS, Holder lent the borrower money pursuant to a promissory note(s) as set forth in the Schedule A, and any amendments or extensions thereto (the “ Note(s) ”).

WHEREAS, the Borrower entered into an Agreement and Plan of Merger on April 29, 2016, which merger will close on May 18, 2016;

AGREEMENT

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned acknowledge and agree as follows:

Cancellation of Debt and Rights . Conditioned upon the full execution of this Cancellation Agreement, (a) the Note(s) and all of the outstanding indebtedness represented thereby, including accrued but unpaid interest on the Note(s), is hereby cancelled effective immediately (the “ Effective Date ”), and (b) any and all rights of Holder (including without limitation, any security interests in Borrower’s assets granted to Holder) are hereby cancelled and terminated as of the Effective Date. Notwithstanding the above, $1,000 of the debt owed under the Note(s) will continue to be outstanding (and will not accrue interest) and will be paid upon closing of the merger.

Amendment. Neither this Cancellation Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Borrower and Holder.

IN WITNESS WHEREOF, the undersigned have executed this Cancellation Agreement of Indebtedness as of the date first set forth above.


BORROWER :		HOLDER :
Jolley Marketing, Inc.		Sugarloaf Management, LLC


By:	/s/ Steven L. White	By:	/s/ Brenda Hall
Name:	Steven L. White	Name:	Brenda Hall
Title:	President	Title:	President

SCHEDULE A

Promissory Notes


Instrument	Holder	Date	Amount
Promissory Note	Sugarloaf Management, LLC	2/4/2013	$6,000

CANCELLATION OF INDEBTEDNESS AGREEMENT

RECITALS

WHEREAS, Holder lent the borrower money pursuant to a promissory note(s) as set forth in the Schedule A, and any amendments or extensions thereto (the “ Note(s) ”).

WHEREAS, the Borrower entered into an Agreement and Plan of Merger on April 29, 2016, which merger will close on May 18, 2016;

AGREEMENT

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned acknowledge and agree as follows:

Cancellation of Debt and Rights . Conditioned upon the full execution of this Cancellation Agreement, (a) the Note(s) and all of the outstanding indebtedness represented thereby, including accrued but unpaid interest on the Note(s), is hereby cancelled effective immediately (the “ Effective Date ”), and (b) any and all rights of Holder (including without limitation, any security interests in Borrower’s assets granted to Holder) are hereby cancelled and terminated as of the Effective Date. Notwithstanding the above, $100 of the debt owed under the Note(s) will continue to be outstanding (and will not accrue interest) and will be paid upon closing of the merger.

Amendment. Neither this Cancellation Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Borrower and Holder.

IN WITNESS WHEREOF, the undersigned have executed this Cancellation Agreement of Indebtedness as of the date first set forth above.


BORROWER :		HOLDER :
Jolley Marketing, Inc.		Serenity Services, Inc.


By:	/s/ Steven L. White	By:	/s/ Ben Peay
Name:	Steven L. White	Name:	Ben Peay
Title:	President	Title:	Manager/President

SCHEDULE A

Promissory Notes


Instrument	Holder	Date	Amount
Promissory Note	Serenity Services, Inc.	8/6/2013	$12,000

CANCELLATION OF INDEBTEDNESS AGREEMENT

RECITALS

WHEREAS, Holder lent the borrower money pursuant to a promissory note(s) as set forth in the Schedule A, and any amendments or extensions thereto (the “ Note(s) ”).

WHEREAS, the Borrower entered into an Agreement and Plan of Merger on April 29, 2016, which merger will close on May 18, 2016;

AGREEMENT

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned acknowledge and agree as follows:

Cancellation of Debt and Rights . Conditioned upon the full execution of this Cancellation Agreement, (a) the Note(s) and all of the outstanding indebtedness represented thereby, including accrued but unpaid interest on the Note(s), is hereby cancelled effective immediately (the “ Effective Date ”), and (b) any and all rights of Holder (including without limitation, any security interests in Borrower’s assets granted to Holder) are hereby cancelled and terminated as of the Effective Date. Notwithstanding the above, $100 of the debt owed under the Note(s) will continue to be outstanding (and will not accrue interest) and will be paid upon closing of the merger.

Amendment. Neither this Cancellation Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Borrower and Holder.

IN WITNESS WHEREOF, the undersigned have executed this Cancellation Agreement of Indebtedness as of the date first set forth above.


BORROWER :		HOLDER :
Jolley Marketing, Inc.		McKinley Enterprise Inc. Profit Sharing Plan, Inc.


By:	/s/ Steven L. White	By:	/s/ David N. Nemelka
Name:	Steven L. White	Name:	David N. Nemelka
Title:	President	Title:	Trustee

SCHEDULE A

Promissory Notes


Instrument	Holder	Date	Amount
Promissory Note	McKinley Enterprise Inc. Profit Sharing Plan, Inc.	2/8/2012	$3,500
Promissory Note	McKinley Enterprise Inc. Profit Sharing Plan, Inc.	7/16/2012	$1,000
Promissory Note	McKinley Enterprise Inc. Profit Sharing Plan, Inc.	11/1/2012	$1,600
Promissory Note	McKinley Enterprise Inc. Profit Sharing Plan, Inc.	3/14/2013	$2,850
Promissory Note	McKinley Enterprise Inc. Profit Sharing Plan, Inc.	11/7/2013	$9,300
Promissory Note	McKinley Enterprise Inc. Profit Sharing Plan, Inc.	3/18/2014	$5,000
Promissory Note	McKinley Enterprise Inc. Profit Sharing Plan, Inc.	10/15/2014	$5,000
Promissory Note	McKinley Enterprise Inc. Profit Sharing Plan, Inc.	2/18/2015	$8,000

CANCELLATION OF INDEBTEDNESS AGREEMENT

This Cancellation of Indebtedness Agreement (this “ Cancellation Agreement ”) is made and entered into as of the 6 ^th day of May 2016, by Jolley Marketing, Inc. (“ Borrower ”) and the undersigned holder (“ Holder ”).

RECITALS

WHEREAS, Holder lent the borrower money pursuant to a promissory note(s) as set forth in the Schedule A, and any amendments or extensions thereto (the “ Note(s) ”).

WHEREAS, the Borrower entered into an Agreement and Plan of Merger on April 29, 2016, which merger will close on May 18, 2016;

AGREEMENT

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned acknowledge and agree as follows:

Cancellation of Debt and Rights . Conditioned upon the full execution of this Cancellation Agreement, (a) the Note(s) and all of the outstanding indebtedness represented thereby, including accrued but unpaid interest on the Note(s), is hereby cancelled effective immediately (the “ Effective Date ”), and (b) any and all rights of Holder (including without limitation, any security interests in Borrower’s assets granted to Holder) are hereby cancelled and terminated as of the Effective Date. Notwithstanding the above, $2,650 of the Note(s) will remain outstanding (and will not accrue interest) and will be paid upon the Borrower achieving DTC eligibility. If the Borrower does not become DTC eligible within a reasonable time, the entire debt will be extinguished.

Amendment. Neither this Cancellation Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Borrower and Holder.

IN WITNESS WHEREOF, the undersigned have executed this Cancellation Agreement of Indebtedness as of the date first set forth above.


BORROWER :		HOLDER :
Jolley Marketing, Inc.		TradeCo, Inc.


By:	/s/ Steven L. White	By:	/s/ David Nemelka
Name:	Steven L. White	Name:	David Nemelka
Title:	President	Title:	President

SCHEDULE A

Promissory Notes


Instrument	Holder	Date	Amount
Promissory Note	TradeCo, Inc.	8/4/2014	$2,650

CANCELLATION OF INDEBTEDNESS AGREEMENT

RECITALS

WHEREAS, Holder lent the borrower money pursuant to a promissory note(s) as set forth in the Schedule A, and any amendments or extensions thereto (the “ Note(s) ”).

WHEREAS, the Borrower entered into an Agreement and Plan of Merger on April 29, 2016, which merger will close on May 18, 2016;

AGREEMENT

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned acknowledge and agree as follows:

Cancellation of Debt and Rights . Conditioned upon the full execution of this Cancellation Agreement, (a) the Note(s) and all of the outstanding indebtedness represented thereby, including accrued but unpaid interest on the Note(s), is hereby cancelled effective immediately (the “ Effective Date ”), and (b) any and all rights of Holder (including without limitation, any security interests in Borrower’s assets granted to Holder) are hereby cancelled and terminated as of the Effective Date. Notwithstanding the above, $5,250 of the Note(s) will remain outstanding (and will not accrue interest) and will be paid upon the Borrower achieving DTC eligibility. If the Borrower does not become DTC eligible within a reasonable time, the entire debt will be extinguished.

Amendment. Neither this Cancellation Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Borrower and Holder.

IN WITNESS WHEREOF, the undersigned have executed this Cancellation Agreement of Indebtedness as of the date first set forth above.


BORROWER :		HOLDER :
Jolley Marketing, Inc.		Bateman Dynasty


By:	/s/ Steven L. White	By:	/s/ Brenda Hall
Name:	Steven L. White	Name:	Brenda Hall
Title:	President	Title:	Trustee

SCHEDULE A

Promissory Notes


Instrument	Holder	Date	Amount
Promissory Note	Bateman Dynasty	5/8/2014	$5,250

CANCELLATION OF INDEBTEDNESS AGREEMENT

RECITALS

WHEREAS, Holder lent the borrower money pursuant to a promissory note(s) as set forth in the Schedule A, and any amendments or extensions thereto (the “ Note(s) ”).

WHEREAS, the Borrower entered into an Agreement and Plan of Merger on April 29, 2016, which merger will close on May 18, 2016;

AGREEMENT

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned acknowledge and agree as follows:

Cancellation of Debt and Rights . Conditioned upon the full execution of this Cancellation Agreement, (a) the Note(s) and all of the outstanding indebtedness represented thereby, including accrued but unpaid interest on the Note(s), is hereby cancelled effective immediately (the “ Effective Date ”), and (b) any and all rights of Holder (including without limitation, any security interests in Borrower’s assets granted to Holder) are hereby cancelled and terminated as of the Effective Date. Notwithstanding the above, $12,100 of the Note(s) will remain outstanding (and will not accrue interest) and will be paid upon the Borrower achieving DTC eligibility. If the Borrower does not become DTC eligible within a reasonable time, the entire debt will be extinguished.

Amendment. Neither this Cancellation Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Borrower and Holder.

IN WITNESS WHEREOF, the undersigned have executed this Cancellation Agreement of Indebtedness as of the date first set forth above.


BORROWER :		HOLDER :
Jolley Marketing, Inc.		McKinley Capital 401K Roth Plan


By:	/s/ Steven L. White	By:	/s/ David N. Nemelka
Name:	Steven L. White	Name:	David N. Nemelka
Title:	President	Title:	Trustee

SCHEDULE A

Promissory Notes


Instrument	Holder	Date	Amount
Promissory Note	McKinley Capital 401K Roth Plan	5/9/2013	$5,700
Promissory Note	McKinley Capital 401K Roth Plan	5/5/2015	$5,000
Promissory Note	McKinley Capital 401K Roth Plan	8/13/2015	$2,500

CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

2016 STOCK INCENTIVE PLAN

THE 2016 STOCK INCENTIVE PLAN (the “ Plan ”) of Creative Medical Technology Holdings, Inc., a Nevada corporation, is hereby adopted by its Board of Directors as of May 18, 2016 (the “ Effective Date ”).

ARTICLE 1

PURPOSES OF THE PLAN

Section 1.01

Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in the success and increased value of the Company.

ARTICLE 2

DEFINITIONS

For purposes of this Plan, terms not otherwise defined herein shall have the meanings indicated below:

Section 2.01

Administrator . “Administrator” means the Board or, if the Board delegates responsibility for any matter to the Committee, the term Administrator shall mean the Committee.

Section 2.02

Affiliated Company . “Affiliated Company” means:

with respect to Incentive Options, any “parent corporation” or “subsidiary corporation” of the Company, whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively; and

with respect to Nonqualified Options, Restricted Stock Units, Stock Appreciation Rights, and Restricted Stock Grants any entity described in paragraph (a) of this Section 2.02 above, plus any other corporation, limited liability company (“ LLC ”), partnership or joint venture, whether now existing or hereafter created or acquired, with respect to which the Company beneficially owns more than fifty percent (50%) of: (1) the total combined voting power of all outstanding voting securities, or (2) the capital or profits interests of an LLC, partnership or joint venture.

Section 2.03

Base Price. “Base Price” means the price per share of Common Stock for purposes of computing the amount payable to a Participant who holds a Stock Appreciation Right upon exercise thereof.

Section 2.04

Board . “Board” means the Board of Directors of the Company.

Section 2.05

Change in Control . Except as set forth below, “Change in Control” means:

The acquisition, directly or indirectly, in one transaction or a series of related transactions, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company;

A merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold as a result of holding the Company securities prior to such transaction, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation;

A reverse merger in which the Company is the surviving entity but in which the holders of the outstanding voting securities of the Company immediately prior to such merger hold, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company or of the acquiring entity immediately after such merger; or

The sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the acquiring entity immediately after such transaction(s).

In addition, a Change in Control will be deemed to have occurred if, at any time during any period of twelve (12) consecutive months during the term of any Option, as stated in the Option Exercise Documents, Restricted Stock Award Agreement, Restricted Stock Unit Agreement or Stock Appreciation Right Agreement under this Plan, individuals who at the beginning of such period constituted the entire Board do not for any reason constitute a majority of the Board, unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the period (but not including any new director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code.

Section 2.06

Code . “Code” means the Internal Revenue Code of 1986, as amended from time to time.

Section 2.07

Committee. “Committee” means a committee of two or more members of the Board appointed to administer the Plan, as set forth in Section 9.01.

Section 2.08

Common Stock. “Common Stock” means the Common Stock of the Company, subject to adjustment pursuant to Section 4.02.

Section 2.09

Company. “Company” means Creative Medical Technology Hodlings, Inc., a Nevada corporation, or any entity that is a successor to the Company. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations.

Section 2.10

Disability. “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code. The Administrator’s determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties.

Section 2.11

Effective Date. “Effective Date” means the date on which the Plan was originally adopted by the Board, as set forth on the first page hereof.

Section 2.12

Exchange Act . “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

Section 2.13

Exercise Price. “Exercise Price” means the purchase price per share of Common Stock payable by the Optionee to the Company upon exercise of an Option.

Section 2.14

Fair Market Value. “Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows: (i) the last sale before or the first sale after the grant date; (ii) the closing price on the trading day before or on the grant date; (iii) the arithmetic mean (average) of the high and low prices on the trading day before or the trading day of the grant; (iv) an average of the stock price (determined either based on the arithmetic mean or the average of such selling price, weighted based on the volume of trading on each trading day during the period) over a fixed period occurring within 30 days before or after the grant; or (v) any other reasonable valuation method using actual transactions. If there is no public trading market for the Common Stock, the Administrator may determine the fair market value in good faith using any reasonable method of evaluation in a manner consistent with the valuation principles under Section 409A of the Code, which determination shall be conclusive and binding on all interested parties.

Section 2.15

FINRA Dealer. “FINRA Dealer” means a broker-dealer that is a member of the Financial Industry Regulatory Authority.

Section 2.16

Grant Form. “Grant Form” means the Grant of Stock Option form signed by both parties with respect to either an Incentive Option or a Nonqualified Option, the form of which is set forth in Attachment 1 to this Plan.

Section 2.17

Incentive Option. “Incentive Option” means any Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

Section 2.18

Nonqualified Option. “Nonqualified Option” means any Option that is not an Incentive Option. To the extent that any Option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the limitations applicable to a 10% Stockholder or because it exceeds the annual limit provided for in Section 5.07 below, it shall to that extent constitute a Nonqualified Option.

Section 2.19

Option. “Option” means any option to purchase Common Stock granted pursuant to this Plan.

Section 2.20

Option Exercise Documents. “Option Exercise Documents” means and includes the Option Exercise Form, the Grant Form, the forms of which are set forth in Attachments 2 to this Plan, and any other agreements the Optionee is required to enter into to exercise options.

Section 2.21

Option Exercise Form. “Option Exercise Form” means the form identified as Exhibit A to the Grant Form.

Section 2.22

Optionee. “Optionee” means any Participant who holds an Option.

Section 2.23

Participant. “Participant” means an individual or entity that holds Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards under this Plan.

Section 2.24

Performance Criteria. “Performance Criteria” means one or more of the following as established by the Administrator, which may be stated as a target percentage or dollar amount, a percentage increase over a base period percentage or dollar amount or the occurrence of a specific event or events:

Revenue;

Gross profit;

Operating income;

Pre-tax income;

Earnings before interest, taxes, depreciation and amortization (“ EBITDA ”);

Earnings per common share on a fully diluted basis (“ EPS ”);

Consolidated net income of the Company divided by the average consolidated common stockholders’ equity (“ ROE ”);

Cash and cash equivalents derived from either (i) net cash flow from operations, or (ii) net cash flow from operations, financings and investing activities (“ Cash Flow ”);

Adjusted operating cash flow return on income;

Cost containment or reduction;

The percentage increase in the market price of the Company’s common stock over a stated period; and

Individual business objectives.

Section 2.25

Restricted Stock Award. “Restricted Stock Award” means shares issued pursuant to the Restricted Stock Award Program in Article 8.

Section 2.26

Restricted Stock Award Agreement. “Restricted Stock Award Agreement” means the written agreement entered into between the Company and a Participant evidencing the grant of Restricted Stock Awards under the Plan, the form of which is set forth in Attachment 3 to this Plan.

Section 2.27

Restricted Stock Award Program. “Restricted Stock Award Program” means the program to issue restricted shares pursuant to Article 8.

Section 2.28

Restricted Stock Unit. “Restricted Stock Unit” means a right to receive an amount equal to the Fair Market Value of one share of Common Stock, issued pursuant to Article 6, subject to any restrictions and conditions as are established pursuant to Article 6.

Section 2.29

Restricted Stock Unit Agreement. “Restricted Stock Unit Agreement” means the written agreement entered into between the Company and a Participant evidencing the grant of Restricted Stock Units under the Plan, the form of which is set forth in Attachment 4 to this Plan.

Section 2.30

Service. “Service” means the provision of services to the Company or any Affiliated Company by a person in the capacity of an employee, a non-employee member of the board of directors, officer, or a Service Provider, except to the extent otherwise specifically provided in the documents evidencing the grant of an award under this Plan.

Section 2.31

Service Provider. “Service Provider” means a consultant or other person or entity the Administrator authorizes to become a Participant in the Plan and who provides services to (i) the Company, (ii) an Affiliated Company, or (iii) any other business venture designated by the Administrator in which the Company or an Affiliated Company has a significant ownership interest.

Section 2.32

Stock Appreciation Right. “Stock Appreciation Right” means a right issued pursuant to Article 7, subject to any restrictions and conditions as are established pursuant to Article 7 that is designated as a Stock Appreciation Right.

Section 2.33

Stock Appreciation Right Agreement. “Stock Appreciation Right Agreement” means the written agreement entered into between the Company and a Participant evidencing the grant of Stock Appreciation Rights under the Plan, the form of which is set forth in Attachment 6 to this Plan.

Section 2.34

10% Stockholder. “10% Stockholder” means a person who, as of a relevant date, owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of an Affiliated Company.

ARTICLE 3

ELIGIBILITY

Section 3.01

Incentive Options. Only employees of the Company or of an Affiliated Company (including members of the Board if they are employees of the Company or of an Affiliated Company) are eligible to receive Incentive Options under the Plan.

Section 3.02

Nonqualified Options; Restricted Stock Units and Stock Appreciation Rights. Employees and officers of the Company or of an Affiliated Company, members of the Board (whether or not employed by the Company or an Affiliated Company), and Service Providers are eligible to receive Nonqualified Options, Restricted Stock Units, and Stock Appreciation Rights under the Plan.

Section 3.03

Section 162(m) Limitation. Subject to adjustment as to the number and kind of shares pursuant to Section 4.02, in no event shall any Participant be granted in any one calendar year any award that does not qualify as “performance-based compensation” under Section 162(m) of the Code. In granting awards which are intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the award under Section 162(m) of the Code (e.g., in determining the Performance Criteria), provided that no action by the Company or the Administrator shall be deemed to be a promise that any such award will be “performance-based compensation” under such section.

ARTICLE 4

PLAN SHARES

Section 4.01

Shares Subject to the Plan. The number of shares of Common Stock that may be issued under this Plan shall be two million (2,000,000), subject to adjustment as to the number and kind of shares pursuant to Section 4.02. For purposes of this limitation, in the event that (a) all or any portion of any Options or Stock Appreciation Rights granted under the Plan can no longer under any circumstances be exercised, (b) any shares of Common Stock are reacquired by the Company pursuant to the Option Exercise Documents, or (c) all or any portion of any Restricted Stock Units or Restricted Stock Awards granted under the Plan are forfeited or can no longer under any circumstances vest, the shares of Common Stock allocable to or covered by the unexercised or unvested portion of such Options, Stock Appreciation Rights, Restricted Stock Units, or Restricted Stock Awards, or the shares of Common Stock so reacquired shall again be available for grant or issuance under the Plan. The following shares of Common Stock may not again be made available for issuance as awards under the Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of outstanding Stock Appreciation Rights or Options, (ii) shares of Common Stock used to pay the Exercise Price related to outstanding Options, (iii) shares of Common Stock used to pay withholding taxes related to outstanding Options, Stock Appreciation Rights, Restricted Stock Units, or Restricted Stock Awards, or (iv) shares of Common Stock repurchased on the open market with the proceeds of the Option Exercise Price.

Section 4.02

Changes in Capital Structure. In the event that the outstanding shares of Common Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, reverse stock split, reclassification, stock dividend, or other change in the capital structure of the Company, then appropriate adjustments shall be made by the Administrator to the aggregate number and kind of shares subject to this Plan, the number and kind of shares and the price per share subject to or covered by outstanding Option Exercise Documents, Restricted Stock Award Agreement, Restricted Stock Unit Agreement or Stock Appreciation Right Agreement and the limit on the number of shares under Section 3.03, all in order to preserve, as nearly as practical, but not to increase, the benefits to Participants.

ARTICLE 5

OPTIONS

Section 5.01

Grant of Stock Options. The Administrator shall have the right to grant pursuant to this Plan, Options subject to such terms, restrictions, and conditions as the Administrator may determine at the time of grant. Such conditions may include, but are not limited to, continued provision of Service or the achievement of specified performance goals or objectives established by the Administrator with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether and the extent to which such Performance Criteria were achieved.

Section 5.02

Option Exercise Documents. Each Option granted pursuant to this Plan shall be evidenced by Option Exercise Documents which shall specify the number of shares subject thereto, vesting provisions relating to such Option, the Exercise Price per share, and whether the Option is an Incentive Option or Nonqualified Option. As soon as is practical following the grant of an Option, Option Exercise Documents shall be duly executed and delivered by or on behalf of the Company to the Optionee to whom such Option was granted. Each Option Exercise Document shall be in such form and contain such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable.

Section 5.03

Exercise Price. The Exercise Price per share of Common Stock covered by each Option shall be determined by the Administrator, subject to the following: (a) the Exercise Price of an Incentive Option shall not be less than 100% of Fair Market Value on the date the Incentive Option is granted, (b) the Exercise Price of a Nonqualified Option shall not be less than 100% of Fair Market Value on the date the Nonqualified Option is granted, and (c) if the person to whom an Incentive Option is granted is a 10% Stockholder on the date of grant, the Exercise Price shall not be less than 110% of Fair Market Value on the date the Incentive Option is granted. However, an Option may be granted with an Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Sections 409A and 424 of the Code.

Section 5.04

Payment of Exercise Price. Payment of the Exercise Price shall be made upon exercise of an Option and may be made, in the discretion of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the Optionee (provided that shares acquired pursuant to the exercise of options granted by the Company must have been held by the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes), which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (d) the cancellation of indebtedness of the Company to the Optionee; (e) the waiver of compensation due or accrued to the Optionee for services rendered; (f) provided that a public market for the Common Stock exists, a “same day sale” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (g) provided that a public market for the Common Stock exists, a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; or (h) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable law and approved by the Administrator.

Section 5.05

Term and Termination of Options. The term and provisions for termination of each Option shall be as fixed by the Administrator, but no Option may be exercisable more than ten (10) years after the date it is granted. An Incentive Option granted to a person who is a 10% Stockholder on the date of grant shall not be exercisable more than five (5) years after the date it is granted.

Section 5.06

Vesting and Exercise of Options. Each Option shall vest and become exercisable in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives established with respect to one or more Performance Criteria, as shall be determined by the Administrator.

Section 5.07

Annual Limit on Incentive Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Options granted under this Plan and any other plan of the Company or any Affiliated Company become exercisable for the first time by an Optionee during any calendar year shall not exceed $100,000.

Section 5.08

Restrictions. Options may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement of marital property rights, except as specifically provided in the Stock Option Agreement or as authorized by the Administrator, and subject to Section 13.01 of this Plan.

Section 5.09

Effect of Termination of Service, Death, or Disability .

Unless otherwise provided by the Administrator, any unvested Options held by the Optionee at the time of termination of Service, Disability or death, will expire immediately upon the occurrence of any such event.

The following provisions shall govern the exercise of any vested Options held by the Optionee at the time of termination of Service, Disability, or death:

Should the Optionee’s Service be terminated for cause, then the Options shall terminate on the date Service is terminated.

Should the Optionee’s Service be terminated for Disability, then the Optionee shall have a period of six (6) months following the date of such termination during which to exercise each outstanding Option held by such Optionee at the time of Disability.

If the Optionee dies while holding an outstanding Option, then the personal representative of his or her estate or the person or persons to whom the Option is transferred pursuant to the Optionee’s will or the laws of inheritance shall have six (6) months following the date of the Optionee’s death to exercise such Option.

Should Optionee’s Service be terminated by reason other than for cause, Disability, or death, then the Optionee shall have a period of thirty (30) days following the date of such termination during which to exercise each outstanding Option held by such Optionee.

Under no circumstances, however, shall any such Option be exercisable after the specified expiration of the Option term.

During the applicable post-Service exercise period, the Option may not be exercised in the aggregate for more than the number of vested shares for which the Option is exercisable on the date of the Optionee’s termination of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the Option term, the Option shall terminate and cease to be outstanding for any Option which has not been exercised.

The Administrator shall have the discretion, exercisable either at the time an Option is granted or at any time while the Option remains outstanding, to provide either or both of the following, in whole or in part as to any Options:

extend the period of time for which the Option is to remain exercisable following Optionee’s termination of Service or death from the limited period otherwise in effect for that Option to such greater period of time as the Administrator shall deem appropriate, but in no event beyond the expiration of the Option term;

permit the Option to be exercised, during the applicable post-termination exercise period, not only with respect to the number of vested shares of Common Stock for which such Option is exercisable at the time of the Optionee’s termination of Service but also with respect to one or more additional installments in which the Optionee would have vested under the Option had the Optionee continued Service.

Section 5.10

Rights as a Stockholder. An Optionee or permitted transferee of an Option shall have no rights or privileges as a stockholder with respect to any shares covered by an Option until such Option has been duly exercised and certificates representing shares purchased upon such exercise have been issued to such person.

ARTICLE 6

RESTRICTED STOCK UNITS

Section 6.01

Grants of Restricted Stock Units. The Administrator shall have the right to grant pursuant to this Plan Restricted Stock Units subject to such terms, restrictions, and conditions as the Administrator may determine at the time of grant. Such conditions may include, but are not limited to, continued employment or the achievement of specified performance goals or objectives established by the Administrator with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether and the extent to which such Performance Criteria were achieved.

Section 6.02

Restricted Stock Unit Agreements. A Participant shall have no rights with respect to the Restricted Stock Units covered by a Restricted Stock Unit Agreement until the Participant has executed and delivered to the Company the applicable Restricted Stock Unit Agreement. Each Restricted Stock Unit Agreement shall be in such form, and shall set forth such other terms, conditions, and restrictions of the Restricted Stock Unit Agreement, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable. Each such Restricted Stock Unit Agreement may be different from each other Restricted Stock Unit Agreement.

Section 6.03

Vesting of Restricted Stock Units. The Restricted Stock Unit Agreement shall specify the date or dates, the performance goals, if any, established by the Administrator with respect to one or more Performance Criteria that must be achieved, and any other conditions on which the Restricted Stock Units may vest. Except as otherwise provided by the Administrator, should the Participant cease to remain in Service while holding one or more unvested Restricted Stock Units, should the performance objectives not be attained with respect to one or more such unvested Restricted Stock Units, or in the event of the death or Disability of the Participant, then those Restricted Stock Units shall be immediately surrendered to the Company for cancellation, and the Participant shall have no further shareholder rights with respect to those Restricted Stock Units.

Section 6.04

Form and Timing of Settlement. Settlement in respect of vested Restricted Stock Units will be automatic upon vesting thereof. Payment in respect thereof will be made no later than thirty (30) days thereafter and may, in the discretion of the Administrator, be in cash, shares of Common Stock of equivalent Fair Market Value as of the date of exercise, or a combination of both, except as specifically provided in the Restricted Stock Unit Agreement.

Section 6.05

Rights as a Stockholder. Holders of Restricted Stock Units shall have no rights or privileges as a stockholder with respect to any shares of Common Stock covered thereby unless and until they become owners of shares of Common Stock following settlement in respect of such Restricted Stock Units, in whole or in part, in shares of Common Stock pursuant to their respective Restricted Stock Unit Agreements and the terms and conditions of the Plan.

Section 6.06

Restrictions. Restricted Stock Units may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement of marital property rights, except as specifically provided in the Restricted Stock Unit Agreement or as authorized by the Administrator, and subject to Section 13.01 of this Plan.

ARTICLE 7

STOCK APPRECIATION RIGHTS

Section 7.01

Grants of Stock Appreciation Rights. The Administrator shall have the right to grant pursuant to this Plan, Stock Appreciation Rights subject to such terms, restrictions and conditions as the Administrator may determine at the time of grant. Such conditions may include, but are not limited to, continued employment or the achievement of specified performance goals or objectives established by the Administrator with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether and the extent to which such Performance Criteria were achieved.

Section 7.02

Stock Appreciation Right Agreements. A Participant shall have no rights with respect to the Stock Appreciation Rights covered by a Stock Appreciation Right Agreement until the Participant has executed and delivered to the Company the applicable Stock Appreciation Right Agreement. Each Stock Appreciation Right Agreement shall be in such form, and shall set forth the Base Price and such other terms, conditions and restrictions of the Stock Appreciation Right Agreement, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable. Each such Stock Appreciation Right Agreement may be different from each other Stock Appreciation Right Agreement.

Section 7.03

Base Price. The Base Price per share of Common Stock covered by each Stock Appreciation Right shall be determined by the Administrator and will be not less than 100% of Fair Market Value on the date the Stock Appreciation Right is granted. However, a Stock Appreciation Right may be granted with a Base Price lower than that set forth in the preceding sentence if such Stock Appreciation Right is granted pursuant to an assumption or substitution for another stock appreciation right in a manner satisfying the provisions of Section 409A of the Code.

Section 7.04

Term and Termination of Stock Appreciation Rights. The term and provisions for termination of each Stock Appreciation Right shall be as fixed by the Administrator, but no Stock Appreciation Right may be exercisable more than ten (10) years after the date it is granted.

Section 7.05

Vesting and Exercise of Stock Appreciation Rights. Each Stock Appreciation Right shall vest and become exercisable in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives established with respect to one or more Performance Criteria, as shall be determined by the Administrator.

Section 7.06

Effect of Termination of Service, Death, or Disability .

Unless otherwise provided by the Administrator, any unvested Stock Appreciation Right held by the Participant at the time of termination of Service, Disability or death, will expire immediately upon the occurrence of any such event.

The following provisions shall govern the exercise of any vested Stock Appreciation Right held by the Participant at the time of termination of Service, Disability, or death:

Should the Participant’s Service be terminated for cause, then the Stock Appreciation Rights shall terminate on the date Service is terminated.

Should the Participant’s Service be terminated for Disability, then the Participant shall have a period of six (6) months following the date of such termination during which to exercise each outstanding Stock Appreciation Right held by such Participant at the time of Disability.

If the Participant dies while holding an outstanding Stock Appreciation Right, then the personal representative of his or her estate or the person or persons to whom the Stock Appreciation Right is transferred pursuant to the Participant’s will or the laws of inheritance shall have six (6) months following the date of the Participant’s death to exercise such Stock Appreciation Right.

Should Participant’s Service be terminated by reason other than for cause, Disability, or death, then the Participant shall have a period of thirty (30) days following the date of such termination during which to exercise each outstanding Stock Appreciation Right held by such Participant.

Under no circumstances, however, shall any such Stock Appreciation Right be exercisable after the specified expiration of the Stock Appreciation Right term.

The Administrator shall have the discretion, exercisable either at the time a Stock Appreciation Right is granted or at any time while the Stock Appreciation Right remains outstanding, to extend the period of time for which the Stock Appreciation Right is to remain exercisable following Participant’s termination of Service or death from the limited period otherwise in effect for that Stock Appreciation Right to such greater period of time as the Administrator shall deem appropriate, but in no event beyond the expiration of the Stock Appreciation Right term;

Section 7.07

Amount, Form and Timing of Settlement. Upon exercise of a Stock Appreciation Right, the Participant who holds such Stock Appreciation Right will be entitled to receive payment from the Company in an amount equal to the product of (a) the difference between the Fair Market Value of a share of Common Stock on the date of exercise over the Base Price per share of Common Stock covered by such Stock Appreciation Right and (b) the number of shares of Common Stock with respect to which such Stock Appreciation Right is being exercised. Payment in respect thereof will be made no later than thirty (30) days after such exercise, provided that such payment will be made in a manner such that no amount of compensation will be treated as deferred under Treasury Regulation Section 1.409A-1(b)(5)(i)(D). Such payment may, in the discretion of the Administrator, be in cash, shares of Common Stock of equivalent Fair Market Value as of the date of exercise, or a combination of both, except as specifically provided in the Stock Appreciation Right Agreement.

Section 7.08

Rights as a Stockholder. Holders of Stock Appreciation Rights shall have no rights or privileges as a stockholder with respect to any shares of Common Stock covered thereby unless and until they become owners of shares of Common Stock following settlement in respect of such Stock Appreciation Rights, in whole or in part, in shares of Common Stock pursuant to their respective Stock Appreciation Right Agreements and the terms and conditions of the Plan.

Section 7.09

Restrictions. Stock Appreciation Rights may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement of marital property rights, except as specifically provided in the Stock Appreciation Right Agreement or as authorized by the Administrator, and subject to Section 13.01 of this Plan.

ARTICLE 8

RESTRICTED STOCK AWARDS PROGRAM

Section 8.01

Restricted Stock Award Terms. Shares of Common Stock may be issued under the Restricted Stock Awards Program through direct and immediate issuances of Restricted Stock Awards without any intervening option grants. Each such stock grant shall be evidenced by a Restricted Stock Awards Agreement which complies with the terms specified below.

Section 8.02

Cost of Shares. Grants of Restricted Stock Awards under the Restricted Stock Awards Program shall be made at such cost as the Administrator shall determine and may be issued for no monetary consideration, subject to applicable state law.

Section 8.03

Vesting Provisions .

Each Restricted Stock Award shall vest and become exercisable in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives established with respect to one or more Performance Criteria, as shall be determined by the Administrator.

Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right to receive with respect to the Participant’s unvested Restricted Stock Awards by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested Restricted Stock Awards and (ii) such escrow arrangements as the Administrator shall deem appropriate.

Unless specified otherwise in the Restricted Stock Awards Agreement, the Participant shall have full shareholder rights with respect to any Restricted Stock Awards issued to the Participant under the Restricted Stock Awards Program, whether or not the Participant’s interest in those shares is vested, and accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.

Should the Participant cease to remain in Service while holding one or more unvested Restricted Stock Awards issued under the Restricted Stock Awards Program or should the performance objectives not be attained with respect to one or more such unvested Restricted Stock Awards, then those shares shall be immediately surrendered to the Company for cancellation, and the Participant shall have no further shareholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent (including the Participant’s purchase-money indebtedness), the Company shall repay to the Participant the cash consideration paid for the surrendered shares and shall cancel the unpaid principal balance of any outstanding purchase-money note of the Participant attributable to such surrendered shares.

The Administrator may in its discretion waive the surrender and cancellation of one or more unvested Restricted Stock Awards (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to such shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the Restricted Stock Awards as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives.

Section 8.04

Restrictions. Unvested Restricted Stock Awards may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement of marital property rights, except as specifically provided in the Restricted Stock Award Agreement or as authorized by the Administrator, and subject to Section 13.01 of this Plan.

Section 8.05

Share Escrow/Legends. Stock certificates evidencing any unvested Restricted Stock Awards may, in the Administrator’s discretion, be held in escrow by the Company until the Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares.

ARTICLE 9

ADMINISTRATION OF THE PLAN

Section 9.01

Administrator. Authority to control and manage the operation and administration of the Plan shall be vested in the Board, which may delegate such responsibilities in whole or in part to a committee consisting of two (2) or more members of the Board (the “Committee”), each of whom shall meet the independence requirements under the then applicable rules, regulations or listing requirements of the principal exchange on which the Company’s shares of Common Stock are then listed or admitted to trading or as otherwise determined by the Board. Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board. The Board may limit the composition of the Committee to those persons necessary to comply with the requirements of Section 162(m) of the Code and Section 16 of the Exchange Act. As used herein, the term “Administrator” means the Board or, with respect to any matter as to which responsibility has been delegated to the Committee, the term Administrator shall mean the Committee.

Section 9.02

Powers of the Administrator. In addition to any other powers or authority conferred upon the Administrator elsewhere in this Plan or by law, the Administrator shall have full power and authority: (a) to determine the persons to whom, and the time or times at which, Incentive Options, Nonqualified Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards shall be granted, the number of shares to be represented by Option Exercise Documents, and the Exercise Price of such Options and the Base Price of such Stock Appreciation Rights; (b) to interpret the Plan; (c) to create, amend or rescind rules and regulations relating to the Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of, Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, or Stock Appreciation Right Agreement; (e) to determine the identity or capacity of any persons who may be entitled to exercise a Participant’s rights under any Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, or Stock Appreciation Right Agreement under the Plan; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, or Stock Appreciation Right Agreement; (g) to accelerate the vesting of any Option, Restricted Stock Unit, Stock Appreciation Right, or Restricted Stock Award; (h) to extend the expiration date of any Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, or Stock Appreciation Right Agreement; (i) subject to Section 9.03, to amend outstanding Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, or Stock Appreciation Right Agreement to provide for, among other things, any change or modification which the Administrator could have included in the original agreement or in furtherance of the powers provided for herein; and (j) to make all other determinations necessary or advisable for the administration of this Plan, but only to the extent not contrary to the express provisions of this Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under this Plan shall be final and binding on the Company and all Participants. Notwithstanding any term or provision in this Plan, the Administrator shall not have the power or authority, by amendment or otherwise to extend the expiration date of an Option, Restricted Stock Unit or Stock Appreciation Right beyond the tenth (10th) anniversary of the date such Option or Stock Appreciation Right was granted.

Section 9.03

Repricing Prohibited. Subject to Section 4.02, and except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), neither the Committee nor the Board shall amend the terms of outstanding awards to reduce the Exercise Price of outstanding Options or the Base Price of outstanding Stock Appreciation Rights or cancel outstanding Options, Stock Appreciation Rights, or Restricted Stock Awards in exchange for cash, other awards or Options with an Exercise Price that is less than the Exercise Price of the original Options or Stock Appreciation Rights with a Base Price that is less than the Base Price of the original Stock Appreciation Rights, without approval of the Company’s stockholders, evidenced by a majority of votes cast.

Section 9.04

Limitation on Liability; Indemnification. No employee of the Company or member of the Board or Committee shall be subject to any liability with respect to duties under the Plan unless the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board or Committee, and any employee of the Company with duties under the Plan, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of such person’s conduct in the performance of duties under the Plan.

ARTICLE 10

CHANGE IN CONTROL

Section 10.01

Options and Stock Appreciation Rights. Vesting of all outstanding Options or Stock Appreciation Rights shall accelerate automatically effective as of immediately prior to the consummation of the Change in Control. In connection with such acceleration, the Administrator in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Option or Stock Appreciation Right for an amount of cash or other property having a value equal to (i) with respect to each Option, the amount (or “spread”) by which, (x) the value of the cash or other property that the Optionee would have received pursuant to the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change in Control, exceeds (y) the Exercise Price of the Option, and (ii) with respect to each Stock Appreciation Right, the value of the cash or other property that the Participant would have received had the Stock Appreciation Right been exercised immediately prior to the Change in Control. The Administrator shall have the discretion to provide in each Option Exercise Document other terms and conditions that relate to vesting of such Option or Stock Appreciation Right in the event of a Change in Control. The aforementioned terms and conditions may vary in each Option Exercise Document and may be different from and have precedence over the provisions set forth in this Section 10.01.

Section 10.02

Restricted Stock Units and Restricted Stock Awards. All Restricted Stock Units and unvested Restricted Stock Awards shall vest in full effective as of immediately prior to the consummation of the Change in Control. In connection with such acceleration, the Administrator in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Restricted Stock Unit or Restricted Share for an amount of cash or other property having a value equal to the value of the cash or other property that the Participant would have received had the Restricted Stock Unit or Restricted Share vested immediately prior to the Change in Control. The Administrator shall have the discretion to provide in each agreement other terms and conditions that relate to vesting of such Restricted Stock Units and Restricted Stock Awards in the event of a Change in Control. The aforementioned terms and conditions may vary in each agreement, and may be different from and have precedence over the provisions set forth in this Section 10.02.

ARTICLE 11

AMENDMENT AND TERMINATION OF THE PLAN

Section 11.01

Amendments. The Board may from time to time alter, amend, suspend or terminate this Plan in such respects as the Board may deem advisable. No such alteration, amendment, suspension or termination shall be made which shall substantially affect or impair the rights of any Participant under an outstanding Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, and Stock Appreciation Right Agreement without such Participant’s consent. Shareholder approval is required for any amendment which increases the number of shares that may be issued under the Plan. The Board may alter or amend the Plan to comply with requirements under the Code relating to Incentive Options or other types of options which gives Optionees more favorable tax treatment than that applicable to Options granted under this Plan as of the date of its adoption. Upon any such alteration or amendment, any outstanding Option granted hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to the more favorable tax treatment afforded to an Optionee pursuant to such terms and conditions. The Plan Administrator may revise or amend the grant forms attached to this Plan.

Section 11.02

Plan Termination. Unless this Plan shall theretofore have been terminated, the Plan shall terminate on the tenth (10th) anniversary of the Effective Date and no Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards may be granted under the Plan thereafter, but Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreements, and Stock Appreciation Right Agreements then outstanding shall continue in effect in accordance with their respective terms.

ARTICLE 12

TAXES

Section 12.01

Withholding. The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any applicable Federal, state, and local tax withholding requirements with respect to any Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards. To the extent permissible under applicable tax, securities and other laws, the Administrator may, in its sole discretion and upon such terms and conditions as it may deem appropriate, permit a Participant to satisfy his or her obligation to pay any such tax, in whole or in part, up to an amount determined on the basis of the highest marginal tax rate applicable to such Participant, by (a) directing the Company to apply shares of Common Stock to which the Participant is entitled as a result of the exercise of an Option or Stock Appreciation Right or vesting of a Restricted Stock Unit or Restricted Share, or (b) delivering to the Company shares of Common Stock owned by the Participant. The shares of Common Stock so applied or delivered in satisfaction of the Participant’s tax withholding obligation shall be valued at their Fair Market Value as of the date of measurement of the amount of income subject to withholding.

Section 12.02

Compliance with Section 409A of the Code. Options, Restricted Stock Units, Stock Appreciation Rights, and Restricted Stock Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Option Exercise Document, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, and Stock Appreciation Right Agreement is intended to meet the requirements of Section 409A of the Code and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Option, Restricted Stock Unit, Stock Appreciation Right, or Restricted Stock Award, or grant, payment, settlement or deferral thereof is subject to Section 409A of the Code such Option, Restricted Stock Unit, Stock Appreciation Right, or Restricted Share will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral thereof will not be subject to the additional tax or interest applicable under Section 409A of the Code.

ARTICLE 13

MISCELLANEOUS

Section 13.01

Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including divorce or death) of all or a portion of any awards or shares granted pursuant to this Plan, whether vested or unvested, held by the record holder thereof, the Company shall have the right to purchase all of the awards or shares transferred at the greater of the purchase price paid by purchaser or the Fair Market Value of the awards or shares (as determined by the Board of Directors) on the date of transfer. Upon such a transfer, the person acquiring the awards or shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such awards or shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the awards or shares. Within thirty (30) days of receiving notice of the transfer or proposed transfer, the Company shall notify the purchaser/acquirer or his or her executor of the price. If the purchaser/acquirer does not agree with the Company’s valuation, the purchaser/acquirer may have the valuation determined by an independent appraiser to be mutually agreed upon and paid for by the purchaser/acquirer and the Company.

Section 13.02

Shareholder Approval of the Plan. The Plan shall be approved by a majority of the outstanding securities entitled to vote at a duly called meeting or by majority written consent by the later of (i) within twelve (12) months before or after the date the Plan is adopted, or (ii) prior to or within twelve (12) months of the granting of any Incentive Options or Nonqualified Options, or the issuance of any Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards. If any Incentive Options or Nonqualified Options is exercised, or any Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards is issued before security holder approval is obtained shall be rescinded if security holder approval is not obtained in the manner described in the preceding sentence.

Section 13.03

Excess Awards. Awards may be granted under the Plan which are in each instance in excess of the number of shares of Common Stock then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow until there is obtained shareholder approval of an amendment or increase pursuant to Section 4.01 sufficiently increasing the number of shares of Common Stock available for issuance under the Plan. If such shareholder approval is not obtained within twelve (12) months after the date the first such excess issuances are made, then (i) any unexercised options granted on the basis of such excess shares shall terminate and cease to be outstanding and (ii) the Company shall promptly refund to the Participants the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall thereupon be automatically canceled and cease to be outstanding.

Section 13.04

Benefits Not Alienable. Other than as provided above, benefits under this Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other disposition shall be without effect.

Section 13.05

No Enlargement of Employee Rights. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Participant to be consideration for, or an inducement to, or a condition of, the employment of any Participant. Nothing contained in the Plan shall be deemed to give the right to any Participant to be retained as an employee of the Company or any Affiliated Company or to interfere with the right of the Company or any Affiliated Company to discharge any Participant at any time.

Section 13.06

Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to Option Exercise Documents, except as otherwise provided herein, will be used for general corporate purposes.

Section 13.07

Annual Reports. During the term of this Plan, the Company will furnish to each Participant who does not otherwise receive such materials, copies of all reports, proxy statements and other communications that the Company distributes generally to its stockholders, including, but not limited to, financial statements.

Section 13.08

Choice of Law and Venue. The Plan and all related documents shall be governed by, and construed in accordance with, the laws of the State of Nevada. Acceptance of an award shall be deemed to constitute consent to the jurisdiction and venue of the courts located in the State of Nevada for all purposes in connection with any suit, action or other proceeding relating to such award, including the enforcement of any rights under the Plan or any agreement or other document, and shall be deemed to constitute consent to any process or notice of motion in connection with such proceeding being served by certified or registered mail or personal service within or without the State of Nevada, provided a reasonable time for appearance is allowed.

Section 13.09

Rule 16b-3. With respect to Participants subject to Rule 16b-3 of the Exchange Act, transactions under the Plan are intended to comply with all applicable provisions of Rule 16b-3. To the extent any provision of the Plan or action by the Plan Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Plan Administrator.

Section 13.10

Relationship to Other Plans. Nothing in this Plan shall prevent the Company or any Affiliated Company from adopting or continuing other or additional compensation arrangements, including without limitation plans providing for the granting of options, restricted stock units, stock appreciation rights, restricted stock awards, or other equity awards. Grants under the Plan may form a part of or otherwise be related to such other or additional compensation arrangements.


JOLLEY MARKETING, INC.
PRO FORMA COMBINED BALANCE SHEET
December 31, 2015
(unaudited)
				Creative Medical Technologies, Inc. (Historical)		Jolley Marketing, Inc. (Historical)	Pro Forma Adjustments	Adjustment Explanatory Footnote		Pro Forma Combined
Assets
Current assets
	Cash and cash equivalents		$	28,315	$	216	25,000	a.	$
							(20,000)	a.
							(5,000)	c.		28,531
		Total current assets		28,315		216
		Total Assets	$	28,315	$	216	-		$	28,531

Liabilities and Stockholders' Deficit
Current liabilities
	Cash advances - related party		$	600	$	-			$	600
	Accounts payable			10,363		17,079	(20,000)	a.		7,442
	Notes payable and accrued interest - related party			-		140,741	25,000	a.		165,741
	Contractual obligation for license costs			1,800		-				1,800
	Management fee payable - related party			73,000		-				73,000
		Total current liabilities		85,763		157,820				248,583
Long-term liabilities
	Notes payable - related party			-		26,200				26,200
		Total liabilities		85,763		184,020				274,783

Stockholders' Deficit
	Preferred stock			-		-
	Common stock			50,000		18,114	97,000	b.
							(15,100)	c. and d.
							(50,000)	b.		100,014
	Capital in excess of par value			-		154,181	(47,000)	b.
							10,100	c. and d.
							(356,099)	e.		(238,818)
	Retained deficit			(107,448)		(356,099)	356,099	e.		(107,448)

		Total stockholders' deficit		(57,448)		(183,804)				(246,252)

		Total Liabilities and Stockholders' Deficit	$	28,315	$	216	-		$	28,531


$25,000.00	May 18, 2016


$50,000.00	February 2, 2016