BBM HOLDINGS, INC. UNIT SUBSCRIPTION AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTS

UNIT SUBSCRIPTION AGREEMENT (the “ Agreement ”) dated as of May 31, 2009 between BBM Holdings, Inc. (f/k/a Broadband Maritime of Utah Inc.), a Utah corporation (the “ Company ”), and the persons who execute this agreement as investors (each an “ Investor ” and, collectively, the “ Investors ”).

WHEREAS, the Company desires to sell to the Investors, and the Investors desire to purchase, an aggregate of up to 6,000,000 shares of Series B Stock (as defined below) of the Company (the “ Shares ”), in Units (as defined below) with 5-year warrants, in substantially the form attached hereto as Exhibits 1 and 2 (the “ Class F Warrants ” and “ Class G Warrants ” respectively), exercisable after receipt of Required Stockholder Approval to purchase an aggregate of up to 6,000,000 shares and 6,000,000 shares, respectively, of Common Stock of the Company (the “ Warrant Shares ”) at $.18 per share (the “ Warrants ”), all for an aggregate price of $1,080,000;

WHEREAS, the following terms appearing herein shall have the following meanings:

“ Actions ” has the meaning set forth in Section 2.13.

“ Agreement ” has the meaning set forth in the preamble.

“ AIGH ” shall mean AIGH Investment Partners, LLC, a Utah limited liability company.

“ Blue Sky Laws ” has the meaning set forth in Section 2.9(b).

“ Capitalization Table ” has the meaning set forth in Section 2.2(a).

“ Certificate of Incorporation ” means the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Utah.

“ Closing ” and “ Closing Date ” have the meanings set forth in Section 1.2.

“ Closing Certificate has the meaning set forth in Section 1.3(d).

“ Common Stock ” shall mean stock of the Company of any class (however designated) whether now or hereafter authorized, which generally has the right to participate in the voting and in the distribution of earnings and assets of the Company without limit as to amount or percentage, including the Company’s Common Stock, no par value per share.

“ Company ” has the meaning set forth in the preamble and includes any corporation that shall succeed to or assume, directly or indirectly, the obligations of the Company hereunder.

 “ Contemplated Transactions ” has the meaning set forth in Section 2.1(b).

“ Conversion Price ” has the meaning assigned thereto in the Certificate of Incorporation.

The term “ corporation ” shall mean any corporation, association, joint stock company, business trust, limited liability company or other similar organization.

“ Employee ” has the meaning set forth in Section 2.15(c).

“ Event ” has the meaning set forth in Section 2.14.

“ Exercise Price ” shall mean $.18 per share.

“ Financial Statements ” has the meaning set forth in Section 2.11.

“ Governmental Body ” shall mean any: (a) nation, state, commonwealth, province,   municipality, or district; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal).

 “ Investors ” has the meaning set forth in the preamble.

“ Knowledge ” or “ Knowledgeable ” shall mean the actual knowledge of the Company’s Chief Executive Officer and Chief Financial Officer.

“ Legal Requirement ” has the meaning set forth in Section 2.10.

 “ Material Adverse Change ” shall mean a material adverse change in the business, financial condition, results of operation, properties or operations of the Company taken as a whole.

“ Material Adverse Effect ” shall mean a material adverse effect on the operations, assets, liabilities, financial condition or business of the Company.

“ Material Agreement ” shall mean any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected.

“ Ordinary Course of Business ” has the meaning set forth in Section 2.14.

“ Own ” shall mean own beneficially, as that term is defined in the rules and regulations of the SEC.

“ Person ” shall mean any individual, sole proprietorship, partnership, corporation, limited liability company, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity, any university or similar institution, or any government or any agency or instrumentality or political subdivision thereof.

“ Proposal ” shall mean the merger (the “ Merger ”) into a wholly owned subsidiary of the Company to be organized in Delaware, which will effect a change of the name of the Company to Ohr Pharmaceutical Inc. (or a similar name), reincorporation in Delaware and an increase in the authorized capital stock of the Company to 150,000,000 shares of Common Stock, $0.0001 par value per share, and 15,000,000 shares of serial preferred stock, $0.0001 par value per share, of which 6,000,000 shares shall be designated as Series B Convertible Preferred Stock, having substantially the same terms as the Series B Stock.

“ Proprietary Assets ” has the meaning set forth in Section 2.15(a).

“ Required Stockholder Approval ” shall mean a vote in favor of the Proposal of more than 50% of the outstanding voting shares of the Company.

 “ SEC ” shall mean the Securities and Exchange Commission.

“ Securities ” shall mean the Shares and the Warrants.

“ Securities Act ” has the meaning set forth in Section 2.5.

“ Series B Stock ” shall mean the Series B Convertible Preferred Stock, no par value per share, of the Company, having the terms set forth in the Certificate of Designation, in the form attached hereto as Exhibit 3 .

“ Shares ” has the meaning set forth in the preamble.

“ Subsidiary ” shall mean, immediately prior to the Closing, any corporation of which stock or other interest having ordinary power to elect a majority of the Board of Directors (or other governing body) of such entity (regardless of whether or not at the time stock or interests of any other class or classes of such corporation shall have or may have voting power by reason of the happening of any contingency) is, immediately prior to the Closing, directly or indirectly Owned by the Company or by one or more if its Subsidiaries.

“ Taxes ” shall mean all Federal, state, local and foreign income, franchise, property, sales, use, excise and other taxes, including obligations for withholding taxes from payments due or made to any other person and any interest, penalties or additions to tax.

“ Transaction Documents ” shall mean this Agreement and the Warrants.

“ Transfer Agent ” has the meaning set forth in Section 1.2(b).

“ Underlying Shares ” shall mean the shares of Common Stock issued from time to time upon conversion of the Shares and the Warrant Shares.

“ Unit ” shall mean (i) one hundred (100) Shares, (ii) one hundred (100) Class F Warrants and (iii) one hundred (100) Class G Warrants.

“ Unit Price ” shall mean $18.00 per Unit.

“ Warrants ” shall mean the Class F Warrants and the Class G Warrants.

“ Warrant Shares ” has the meaning set forth in the preamble, and includes any shares of Common Stock issuable from time to time upon exercise of the Warrants.

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

1.           Purchase and Sale of Stock.

1.1.         Sale and Issuance of Securities .  (a)  The Company shall sell to the Investors and the Investors shall purchase from the Company, up to 6,000,000 Units at a price per Unit equal to the Unit Price.

(b)           The purchase price of the Units to be purchased by each Investor from the Company is set forth on Schedule 1.1(b) hereto, subject to acceptance, in whole or in part, by the Company.

1.2.         Closing .  The closing (the “ Closing ”) of the purchase and sale of the Securities hereunder shall take place no later than 15 days following date first set forth above, or such other date as agreed to by the Company, AIGH (the “ Closing Date ”).  The Closing shall take place at the offices of Hahn & Hessen LLP, the Investors’ counsel, in New York, New York, or at such other location as is mutually acceptable to AIGH and the Company, subject to fulfillment of the conditions of closing set forth in the Agreement.  At the Closing:

(a)           each Investor purchasing Securities at the Closing shall deliver to the Company or its designees by wire transfer or such other method of payment as the Company shall approve, an amount equal to the purchase price of the Securities purchased by such Investor hereunder, as set forth opposite such Investor’s name on the signature pages hereof; and

(b)           the Company shall authorize its transfer agent (the “ Transfer Agent ”) to arrange delivery to each Investor of one or more stock certificates registered in the name of the Investor, or in such nominee name(s) as designated by the Investor in writing, representing the number of Shares equal to 100 multiplied by the number of Units purchased by the Investor; and

(c)           the Company shall issue and deliver to each Investor (i) the number of Class F Warrants and (ii) the number of Class G Warrants, in each case equal to the number of Shares as determined under Section 1.2(b).

1.3.         Investors’ Conditions of Closing .  The obligation of the Investors to complete the purchase of the Securities at the Closing is subject to fulfillment of the following conditions:

(a)           the representation and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (to the extent such representations and warranties speak as of a later date) as of such later date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date;

(b)           the absence of a Material Adverse Change from the date of this Agreement up to, and including, the Closing Date;

(c)           the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors that are necessary to complete the Contemplated Transactions;

(d)           the Investors shall have received a certificate signed on behalf of the Company by the Chief Executive Officer and Secretary of the Company, in such capacities, to the effect that all covenants and other obligations required to be performed by the Company at or prior to the Closing Date under this Agreement shall have been performed in all material respects (the “ Closing Certificate ”); and

(e)           the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors that are necessary to complete the contemplated transactions.

1.3          Waiver of Conditions of Closing by Investors .  Any of the conditions to the obligation of the Investors to complete the purchase of the Securities at the Closing that are set forth in Section 1.3 hereof may be waived by the Investors upon the written consent of Investors subscribing for at least fifty-one percent (51%) of the aggregate total Shares being sold pursuant to this Agreement.

1.4.         Company’s Conditions of Closing .  The obligation of the Company to complete the sale of the Securities at the Closing is subject to fulfillment of the following condition, which may waived by the Company:

(a)           the representation and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (to the extent such representations and warranties speak as of a later date) as of such later date as though made on and as of the Closing Date.

2.            Representations, Warranties and Covenants of the Company .  The Company hereby represents and warrants to, and covenants with, each of the Investors as follows:

2.1.         Corporate Organization; Authority; Due Authorization .

(a)           The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own or lease its properties as and in the places where such business is conducted and to carry on its business as conducted and (iii) is duly qualified as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify, individually or in the aggregate, would have a Material Adverse Effect.

(b)           As of the date of this Agreement and as of the Closing, the Company (i) has the requisite corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to incur the obligations herein and therein and (ii) has been authorized by all necessary corporate action to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby (the “ Contemplated Transactions ”).  Each of this Agreement and the other Transaction Documents is a valid and binding obligation of the Company, enforceable in accordance with its terms except as limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding at law or equity) and except as set forth in Section 2.4.

2.2.         Capitalization .

(a)           The authorized capital stock of the Company, prior to Closing shall consist of (i) 50,000,000 shares of Common Stock, no par value per share, of which 25,247,006 shares of Common Stock are outstanding, and (ii) 10,000,000 shares of Preferred Stock, no par value per share, of which no shares are outstanding.  Immediately after the Closing, assuming sale of all the Units, the capitalization of the Company shall be as set forth on Exhibit 4 (the “ Capitalization Table ”).  The Capitalization Table sets forth the (1) warrants, options, convertible securities and other stock purchase rights outstanding on the date hereof, the names of the holders thereof, the number of shares of common stock issuable thereunder and the exercise or conversion price thereof, as the case may be, and (2) warrants, options, convertible securities and other stock purchase rights, the names of the holders thereof, the number of shares of common stock issuable thereunder and the exercise or conversion price thereof, as the case may be, immediately after the Closing.

(b)           Except as contemplated by this Agreement or as set forth in the Capitalization Table, there are (i) no outstanding subscriptions, warrants, options, conversion privileges or other rights or agreements obligating the Company to purchase or otherwise acquire or issue any shares of capital stock of the Company (or shares reserved for such purpose), (ii)  no preemptive rights or contracts to which the Company is a party or rights of first refusal with respect to the issuance of additional shares of capital stock of the Company, including without limitation the Shares and the Underlying Shares, and (iii) no commitments or understandings (oral or written) of the Company to issue any shares, warrants, options or other rights.  None of the shares of Common Stock are subject to any stockholders’ agreement, voting trust agreement or similar arrangement or understanding to which the Company is a party.  The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

2.3.         Validity of Shares .  As of the date of this Agreement and as of the Closing, the issuance of the Shares has been duly authorized by all necessary corporate action on the part of the Company, and, when issued to, delivered to, and paid for by the Investors in accordance with this Agreement, the Shares will be validly issued, fully paid and non-assessable.

2.4.         Underlying Shares; Warrant Shares.   The issuance of the Underlying Shares upon conversion of the Shares has been duly authorized.  The issuance of shares of Common Stock upon exercise of the Warrants has not been duly authorized.  The Underlying Shares and shares issuable upon conversion of the Shares have been, and at all times prior to such exercise will have been, duly reserved for issuance upon such exercise and, when so issued, will be validly issued, fully paid and non-assessable.  The Warrant Shares issuable upon exercise of the Warrants will be upon Required Stockholder Approval and effectiveness of the Merger, duly reserved for issuance upon such exercise and, when so issued, will be validly issued, fully paid and non-assessable.

2.5.         Private Offering .  Neither the Company nor anyone acting on its behalf has within the last 12 months issued, sold or offered any security of the Company (including, without limitation, any Common Stock or warrants or similar tenor to the Warrants) to any Person under circumstances that would cause the issuance and sale of the Securities or any other Contemplated Transaction to be subject to the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”).  Except as contemplated by the Transaction Documents, neither the Company nor anyone acting on its behalf will offer the Securities or any part thereof or any similar securities for issuance or sale to, or solicit any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Securities subject to the registration requirements of Section 5 of the Securities Act.

2.6.         Brokers and Finders .  The Company has not retained any investment banker, broker or finder in connection with the Contemplated Transactions.

2.7.         Subsidiaries .  The Company has no Subsidiaries and does not otherwise directly or indirectly control any other business entity.

2.8.         Other Interest .  The Company does not Own directly or indirectly any interest or investment (whether equity or debt) in any corporation.

2.9.         No Conflict; Required Filings and Consents .

(a)           As of the date of this Agreement and as of the Closing, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company do not, and the consummation by the Company of the Contemplated Transactions will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws of the Company, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or by which any property or asset of the Company is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company pursuant to, any Material Agreement; except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents  in any material respect, and would not, individually or in the aggregate, have a Material Adverse Effect.

(b)          Assuming the accuracy of the representations and warranties of the Investors set forth in Section 3 herein, the execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement and the other Transaction Documents and the consummation by the Company of the Contemplated Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body or violate any state securities or “blue sky” laws (“ Blue Sky Laws ”).

2.10.       Compliance .  The Company is not in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to it or by which any property or asset of the Company is bound or affected (“ Legal Requirement ”) or (ii) any Material Agreement, in each case except for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.  The Company has not received any written notice or communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.  The Company has obtained all licenses, permits, and other authorizations and has taken all actions required by applicable law or governmental regulations in connection with its business as now conducted, where the failure to obtain any such item or to take any such action would have, individually or in the aggregate, a Material Adverse Effect.  None of the Company, or to the knowledge of the Company, any director, officer, agent, employee or other person acting on behalf of the Company has used any corporate funds for unlawful contributions, payments, gifts or entertainment or for the payment of other unlawful expenses relating to political activity, or made any direct or indirect unlawful payments to governmental or regulatory officials or others.

2.11.       SEC Documents; Financial Statements .

(a)          The information contained in the following documents, did not, as of the date of the applicable document, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, as of their respective filing dates or, if amended, as so amended (the following documents, collectively, the “ SEC Documents ”), provided that the representation in this sentence shall not apply to any misstatement or omission in any SEC Document filed prior to the date of this Agreement which was superseded by a subsequent SEC Document filed prior to the date of this Agreement:

(i)           the Company’s Annual Report on Form 10-K for the year ended September 30, 2008, as amended by the Form 10-K/A filed on April 1, 2009; and

(ii)           the Company’s Quarterly Report on Form 10-Q for the quarter ended on December 31, 2008, as amended by the Form 10-Q/A filed on April 1, 2009.

(b)           The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 2007, including without limitation the SEC Documents.  As of their respective dates, the SEC Documents filed prior to the date hereof complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder.

(c)           The Company’s Annual Report on Form 10-K for the year ended September 30, 2008, includes consolidated balance sheets as of September 30, 2007 and 2008 and consolidated statements of income for the one year periods then ended (collectively, the “ Form 10-K Financial Statements ”).

(d)           The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, includes consolidated balance sheets as of September 30, 2008 and December 31, 2008 and consolidated statements of income for the quarters ended September 30, 2007 and 2008 (the “ Form 10-Q Financial Statements ” and together with the Form 10-K Financial Statements, the “ Financial Statements ”).

2.12.       Financial Statements .  Each of the Financial Statements fairly presents, in all material respects, the financial position of the Company, or the results of operations, retained earnings or cash flows, as the case may be, of the Company as of the referenced date or  for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and that the unaudited statements may not contain all footnotes required by generally accepted accounting principles. The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), including for Taxes, that would be required to be reflected on, or reserved against in, Financial Statements, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the Financial Statements; and (ii) liabilities or obligations which would not, individually or in the aggregate, have a Material Adverse Effect.  There has been no Material Adverse Change since the date of the Financial Statements.  Other than the indebtedness as set forth in the Financial Statements, the Company has no indebtedness as of the date hereof.

2.13.       Litigation .  There are no claims, actions, suits, investigations, inquiries or proceedings (“ Actions ”) pending against the Company or, to the knowledge of the Company, threatened against the Company, or any officer, director, employee or agent thereof in his or her capacity as such, at law or in equity, or before or by any court, tribunal, arbitrator, mediator or any federal or state commission, board, bureau, agency or instrumentality that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  To the Company’s knowledge, there is no factual or legal basis for any such Action.  The Company is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and there is no Action by the Company currently pending or which the Company intends to initiate.

2.14.       Absence of Certain Changes .  Except as specifically contemplated by this Agreement or the SEC Documents, since December 31, 2008, there has not been with respect to the Company (i) to the C