Amendment No. 3 to the Agreement and Plan of Merger

On February 6, 2013, EastBridge Investment Group Corporation ("EastBridge" or the "Company" or "Parent"), CBMG Acquisition Limited, a British Virgin Islands company and the Company's wholly-owned subsidiary ("Merger Sub") and Cellular Biomedicine Group Ltd., a British Virgin Islands company ("CBMG", and collectively with EastBridge and Merger Sub, the "Parties") amended that certain Agreement and Plan of Merger (the "Merger Agreement" and the amendment, "Amendment No. 3") previously entered into on November 13, 2012, as amended on January 15, 2013 and January 31, 2013. The transactions under the Merger Agreement as amended are referred to as the "Merger".

In Amendment No. 3 the parties agreed to (i) reduce the number of additional directors to be appointed to the board of directors at closing from seven to five; (ii) amend officer titles such that Steve Wen Tao Liu shall be Chief Executive Officer, Wei (William) Cao shall be President, and Andrew Chan shall be Chief Financial Officer and Secretary; and (iii) provide CBMG with a five (5) day grace period for payment to EastBridge Sub of the $500,000 payment due at closing. In addition, the parties agreed to the following additional covenants:
(1) the Company will pursue a change in its corporate name to "Cellular Biomedicine Group, Inc." as soon as practicable and no later than 60 days following the Closing Date, (2) the Company will assign all right title and interest to all pre-merger assets and liabilities to EastBridge Investment Corp., a newly formed wholly owned subsidiary of the Company ("EastBridge Sub"),
(3) the Company will use commercially reasonable efforts to obtain and put in place a D&O insurance policy post-closing, (4) the Company will observe and be bound by the restrictions on the conduct of business set forth in Section 6.1(a)(i)-(xix) of the Merger Agreement until the change in the composition of the board of directors has taken effect, and (5) Norm Klein, Keith Wong, and Steve Wen Tao Liu shall be appointed to the Board of Directors of EastBridge Sub. A copy of Amendment No. 3 is attached as Exhibit 2.4 hereto.

The Merger was completed on February 6, 2013. For a description of the Merger and certain information regarding the acquired company (CBMG), see Item 2.01 below under the heading "ABOUT CELLULAR BIOMEDICINE GROUP".

Executive Employment Agreements

At the closing of the Merger, the Company entered into executive employment agreements with each of Wen Tao (Steve) Liu, Wei (William) Cao and Andrew Chan (the "New Officers") dated February 6, 2013 (each an "Employment Agreement," collectively, the "Employment Agreements"). Pursuant to their Employment Agreements, the New Officers will receive an annual base salary of $150,000. The New Officers are also eligible to participate in the Company's Amended and Restated 2011 Incentive Stock Option Plan (the "Plan") and receive an option grant thereunder for the purchase of common stock of the Company at the discretion of the board of directors of the Company (the "Board"). The term of the New Officers' employment agreements are effective as of February 6, 2013 and shall continue for three years thereafter. After the three year term, if the New Officers continue to be employed, they will be employed on an at-will basis and their agreements shall automatically renew for successive one year terms, until and unless their employment is terminated.

If during the initial three year period following February 6, 2013, the New Officers are terminated for any reason other than death, disability, Cause (as defined in their Employment Agreements) or for no good reason, the Company shall be obligated to: (i) pay a severance amount equal to one times the New Officer's base salary; (ii) accelerate and vest in full the New Officer's stock options;
(iii) subject to the New Officer's election to receive COBRA, pay for the executive's COBRA premiums during the twelve month period commencing with continuation coverage for the month in which the date of termination occurs.

If the New Officer's employment with the Company is not assumed and the New Officer's employment is terminated by the Company, upon or within two years following the date of a Change in Control (as defined in the Employment Agreement), the Company will (i) pay the New Officer a severance amount equal to two times the New Officer's base salary; (ii) accelerate and vest the New Officer's stock options effective immediately upon the date of termination within the two year period following the occurrence of a Change in Control; and
(iii) subject to the New Officer's election to receive COBRA, pay for the New Officer's COBRA premiums during the twelve month period commencing with continuation coverage for the month in which the date of termination occurs. The Employment Agreements for the New Officers are attached as Exhibits 10.2, 10.3 and 10.4 hereto.

Non-Executive Director Agreement - Tony Liu

The Company entered into an agreement with independent non-executive director Mr. Tony Liu, under which he will be paid $30,000 per year (prorated daily based on a 360 day year for any portion of the year if he serves for less than a full term) for his services as a director. Mr. Liu is also eligible to receive a non-qualified option grant under the Plan which shall constitute up to 0.1% of the total outstanding number of shares of the Company and includes other terms . . .

Description of the Merger with CBMG

On November 13, 2012, EastBridge and Merger Sub entered into the Merger Agreement with CBMG, pursuant to which CBMG was the surviving entity in the Merger. On February 6, 2012, the Parties executed all documents and filed the Plan of Merger with the registrar of the British Virgin Islands. Upon consummation of the Merger, CBMG shareholders were issued 3,638,932 shares of common stock, par value $0.001 per share, of EastBridge (the "EastBridge Common Stock") constituting approximately 70% of the outstanding stock of EastBridge on a fully-diluted basis and the current EastBridge shareholders will retain 30% of the Company on a fully-diluted basis. Specifically, each of CBMG's ordinary shares ("CBMG Ordinary Shares") were converted into the right to receive 0.020019 share of EastBridge Common Stock.

A copy of the plan of acquisition, consisting of the Agreement and Plan of Merger dated November 13, 2012 and Amendments 1, 2 and 3, are included as Exhibits 2.1, 2.2, 2.3 and 2.4 hereto. The Company intends to file financial statements of the acquired company, CBMG, in addition to pro forma financial information, in an amendment to this Current Report on Form 8-K.

Also in connection with the Merger, the Company created a new Delaware subsidiary named EastBridge Investment Corp. ("EastBridge Sub"). Pursuant to a Contribution Agreement by and between EastBridge and EastBridge Sub dated February 5, 2013 (the "Contribution Agreement"), EastBridge contributed all of its current assets and liabilities to a newly formed, wholly-owned subsidiary of the Company named "EastBridge Investment Corp.," which will continue the current business and operations of EastBridge at the subsidiary level. A copy of the Contribution Agreement is attached as Exhibit 10.1 hereto.

The Merger was subject to customary closing conditions, including, among other things, (a) approval by the shareholders of CBMG, (b) resignations of the departing directors and officers of EastBridge, Merger Sub and CBMG, and (c) execution of certain ancillary agreements, including, but not limited to, executive employment agreements with EastBridge, compliance certificates, lock up agreement and opinions of counsel, as referenced in Article VII of the Merger Agreement.

Pursuant to the Merger Agreement, CBMG agreed to transfer funds to EastBridge (or EastBridge Sub post-merger) as follows: (i) $500,000 to EastBridge upon execution of the Merger Agreement, (ii) $500,000 to EastBridge Sub within 5 days of the Closing Date (as defined in the Merger Agreement), (iii) $1,500,000 to EastBridge Sub upon the earlier to occur of (x) the listing of EastBridge Common Stock on a U.S. national exchange or (y) 90 days after the Closing Date; and
(iv) $950,000 to EastBridge Sub upon the earlier to occur of (x) receipt by EastBridge or CBMG of not less than $15 million in gross proceeds from a debt or equity financing or (y) 90 days after the Closing Date.

The Company intends to change its corporate name to "Cellular Biomedicine Group, Inc."

For purposes of this Item 2.01, "CBMG", "we", "us" or "our" each refer to Cellular Biomedicine Group Ltd., which is now a wholly-owned subsidiary of the Company, together with its business, operations, subsidiaries and controlled entities).

CBMG Business Overview

Cellular Biomedicine Group is a biomedicine company with operations in China, engaged in the development of new treatments for cancerous and degenerative diseases utilizing proprietary cell technologies, which include without limitation, TC-DCs (tumor cell specific dendritic cells) for treatment of a board range of cancers, haMPC (human adipose-derived mesenchymal progenitor cells) for treatment of joint disease, huMPC (human umbilical cord-derived mesenchymal progenitor cells), MNP (human embryo-derived motor neuron progenitor precursor cells) and NP (human embryo-derived neuronal progenitor precursor cells) for treatment of central nervous system diseases.

We are focused on developing and marketing the "gold-standard" of cell-based therapeutic products to treat serious chronic and degenerative diseases including cancer, osteoarthritis, tissue damage as a result of stroke, spinal muscular atrophy, various inflammatory diseases, joint degeneration and metabolic diseases. We have developed proprietary practical knowledge in the use of cell-based therapeutics that we believe could be used to help a great number of people suffering from "no-hope" diseases.

We have successfully acquired, transferred, commercialized and advanced thirty years of research and human treatment experience in progenitor cells and cancer cell technology. Our cellular research and development is the result of collaboration between scientists and doctors in the United States and China.

Our primary target market is Greater China. Our product candidates are currently used to treat patients in proof-of-concept clinical studies conducted in China. Based on our results to date, we believe that our product candidates have the potential of becoming safe and effective treatment options for degenerative debilitating conditions. We believe that the results of our proof-of-concept studies will support expanded preclinical and clinical trials with a larger population of patients, which we expect to carry out through the network of authorized treatment centers throughout Greater China to which we license the use of our product candidates.

. . .

On February 6, 2013, and also as more fully described in Items 1.01 and 2.01 above, in connection with the Merger EastBridge issued a total of 3,638,932 shares of its common stock to the Pre-Merger shareholders of CBMG. We relied on Regulation S, Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D, promulgated thereunder, to issue the securities. Reliance on the foregoing exemptions was based upon the representations of the CBMG shareholders, which included, in pertinent part, that each of such shareholders were either non-US persons under Regulations S or "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such shareholders were acquiring common stock in the Merger for investment purposes for their own respective accounts and not as nominees or agents and not with a view to the resale or distribution thereof, and that each owner understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

Reference is made to the disclosures set forth in Items 1.01 and 2.01 of this Form 8-K, which are incorporated herein by reference.

Other than the transactions and agreements disclosed in Item 2.01 of this Current Report on Form 8-K, we know of no arrangements which may result in a change in control.

Security Ownership of Certain Beneficial Owners and Management

The following table lists ownership of EastBridge Common Stock as of February 6, 2012, and includes shares issued in connection with the Merger on such date. The information includes beneficial ownership by (i) holders of more than 5% of EastBridge Common Stock, (ii) each of our directors and executive officers and
(iii) all of our directors and executive officers as a group. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of EastBridge Common Stock beneficially owned by them. As of February 6, 2013, the Company had 5,301,045 shares of EastBridge Common Stock and no shares of preferred stock outstanding. Except as otherwise indicated below, the address for each listed beneficial owner is c/o EastBridge Investment Group Corporation, 530 University Avenue, #17, Palo Alto, California 94301.

                                                                  Shares of
                                                                Common Stock
                                                                Beneficially     Percent
Name and Address of Beneficial Owner                                Owned        of Class
Named Executive Officers and Directors

Wen Tao (Steve) Liu
Chief Executive Officer and Chairman of the Board                      120,115      2.27%

Wei (William) Cao
President, Chief Operating Officer and Director                        122,518      2.31%

Andrew Chan
Chief Financial Officer and Secretary                                  124,535      2.35%

Tony Liu
Director                                                                    --         --

Keith Wong (1)
Director                                                               531,000     10.02%

Norm Klein (1)
Director                                                               149,562      2.82%


All Officers and Directors as a Group (6 persons)                    1,047,730     19.76%

5% or more Stockholders

Global Health Investment Holdings Ltd.                               2,402,299     45.32%

Keith Wong (1)                                                         531,000     10.02%

(1) The address for this beneficial owner is 8040 E. Morgan Trail, Unit 18, Scottsdale, Arizona 85258.

Departure of Certain Officers

In connection with the closing of the Merger, on February 6, 2013 Keith Wong resigned as President and Chief Executive Officer of EastBridge and Norman Klein resigned as Chief Financial Officer, Chief Operating Officer and Investment Relations Officer of EastBridge. Mr. Wong and Mr. Klein will continue to serve as directors of EastBridge. In connection with Mr. Wong and Mr. Klein's resignations as officers of the Company, their employment agreements with the Company were terminated at the Parent level. Mr. Wong and Mr. Klein have entered into new employment agreements with EastBridgeSub as described in Item 1.01, which disclosures are incorporated by reference into this Item 5.02.

Appointment of Certain Officers

Effective February 6, 2013 in connection with completion of the Merger, the
following persons were appointed as newly appointed executive officers and
directors, as described in the table below (Wen Tao (Steve) Liu, Wei (William)
Cao and Andrew Chan, individually, a "New Officer" and collectively, the "New
Officers"):

Name                  Age   Position
Wen Tao (Steve) Liu   56    Chairman of the Board and Chief Executive Officer
Wei (William) Cao     54    President, Chief Operating Officer and Director
Andrew Chan           55    Chief Financial Officer and Secretary

Wen Tao (Steve) Liu - Chairman of the Board and Chief Executive Officer

Dr. Liu has served as CEO of Cellular Biomedicine Group Inc. since March 2012. Dr. Liu has 29 year professional career in bringing new products from inception to mass market, encompassing biomedical, clean energy and semiconductors industries. Dr. Liu has led large organizations as well as entrepreneurial companies with a proven track record of delivering shareholder value. He is experienced in multi-cultural business environments and has gained respect and trust from customers, colleagues and industry leaders. Dr. Liu served as President and CEO of Seeo Inc. from July 2010 to Feb 2012, where he led a team of scientists and entrepreneurs for the commercialization of solid state lithium ion battery for electric vehicles and smart grid applications. Under his leadership, Seeo received multiple funding from Department of Energy and venture capital firms. Seeo was elected to Global Cleantech 100 and top Energy Technology Startups in 2011. Before that, Mr. Liu worked 25 years in semiconductor industry. From 2003 to 2009, he was President and CEO of Shanghai Huahong NEC Electronics Company, for which he received the White Magnolia Award from Shanghai Government for his contribution to international collaboration and economic development of the city. From 1989 to 2002, he was Vice President and GM of Peregrine Semiconductor, Vice President and GM of Integrated Device Technology, and Managing Director of Quality Semiconductor Australia. Mr. Liu served at Cypress Semiconductor in various engineering capacity from 1984 to 1989. Mr. Liu earned a Bachelor's degree in Chemistry from Nanjing University, Nanjing China. He holds a Master and Doctorate in Chemistry from Rensselaer Polytechnic Institute, Troy New York. In considering Dr. Liu's eligibility to serve on the Board, the Board considered Mr. Liu's prior experience as a leader and executive officer and his educational background.

Wei (William) Cao - President, Chief Operating Officer and Director

Since August 2010, Dr. Cao has served as President, COO and director of Cellular Biomedicine Group Ltd. From August 2006 until July 2010, Dr. Cao served as general manager and chairman of Affymetrix China, which is considered a leader in the genetic analysis industry. Dr. Cao has over 30 years of professional experience in scientific research, products development and startups. He received the nationally recognized White Magnolia Award from Shanghai City for his contribution to international collaboration and economic development of the city. He served as Technical Manager for Bayer Diagnostics Asia Pacific region (now Siemens), General Manager of GenoMultix Ltd. and President of Wuxi New District Hospital. Dr. Cao has extensive research experience in the immune-pharmacology field at Harvard Medical School and Stanford University Medical Center. He has been invited as a Guest Scientist by the Department of Histology and Embryology of Fudan University Medical College, Shanghai China. Dr. Cao holds a Bachelor's degree in Medicine from Fudan University Medical College, Shanghai China, and PhD degree in Pharmacology from Medical College of Virginia, Richmond Virginia. He is the inventor named in 26 patents in the field of genetic analysis and stem cell technology, especially adipose derived stem . . .

(d) Exhibits

2.1 Agreement and Plan of Merger dated November 13, 2012

2.2   Amendment No. 1 dated January 15, 2013, to Agreement
      and Plan of Merger (2)

2.3   Amendment No. 2 dated January 31, 2013, to Agreement
      and Plan of Merger (3)

2.4   Amendment No. 3 to the Agreement and Plan of Merger
      dated February 6, 2013

10.1  Contribution Agreement by and between EastBridge
      Investment Group Corporation and EastBridge
      Investment Corp. dated February 5, 2013

10.2  Executive Employment Agreement - Wen Tao (Steve) Liu

10.3  Executive Employment Agreement - Wei (William) Cao

10.4  Executive Employment Agreement - Andrew Chan

10.5  Form of Director Letter Agreement

10.6  Form of Indemnification Agreement for Non-Independent
      Directors

10.7  Form of Indemnification Agreement for Independent
      Directors and Officers

10.8  Lockup Agreement

10.9  Deferred Compensation Agreement by and between
      EastBridge Investment Group Corporation, Keith Wong
      and Norman Klein dated February 5, 2013.

10.10 Employment Agreement by and between EastBridge Investment Corp. and Keith Wong dated February 6, 2013

10.11 Employment Agreement by and between EastBridge Investment Corp. and Norman Klein dated February 6, 2013

(1) Incorporated by reference to Exhibit 2.1 on Form 8-K filed on November 20, 2012.

(2) Incorporated by reference to Exhibit 2.1 on Form 8-K filed on January 22, 2013.

(3) Incorporated by reference to Exhibit 2.1 on Form 8-K filed on February 4, 2013.