SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2020 • Cell Source, Inc. • Pharmaceutical preparations • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of July 29, 2020, between Cell Source, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTCell Source, Inc. • August 14th, 2020 • Pharmaceutical preparations • Nevada
This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of July 29, 2020 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
DUE JANUARY 29, 2021Cell Source, Inc. • August 14th, 2020 • Pharmaceutical preparations • Nevada
THIS 10.0% OID CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10.0% OID Convertible Promissory Notes of Cell Source, Inc., a Nevada corporation (the “Company”), having its principal place of business at 57 West 57th Street, Suite 400, New York, New York 10019, designated as its 10.0% OID Convertible Promissory Notes due January 29, 2021 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2014 • Cell Source, Inc. • Services-miscellaneous amusement & recreation • New York
The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.
EXHIBIT 10.1 FORM OF CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective the ____ day of _______________________, 2014 (the "Effective Date") ____________________________ (the "Consultant"), and CELL...Form of Consulting Agreement • June 30th, 2014 • Cell Source, Inc. • Services-miscellaneous amusement & recreation • New York
CELL SOURCE, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • November 13th, 2020 • Cell Source, Inc. • Pharmaceutical preparations • Nevada
Unless otherwise defined herein, the terms defined in the Cell Source, Inc. 2019 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (this “Option Agreement” or “Agreement”).
CONVERTIBLE NOTE DUE JULY 27, 2016Cell Source, Inc. • May 13th, 2016 • Pharmaceutical preparations • New York
THIS CONVERTIBLE NOTE is one of a series of a duly authorized and validly issued Convertible Notes of Cell Source, Inc., a Nevada corporation (the “Company”), having its principal place of business at 65 Yigal Alon Street, Tel Aviv, Israel 67433, designated as its Convertible Note due July 27, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • June 19th, 2019 • Cell Source, Inc. • Pharmaceutical preparations • Texas
This Sponsored Research Agreement (“Agreement”), effective as of the 28th day of November, 2018 (the “Effective Date”) is made by and between The University of Texas M. D. Anderson Cancer Center, (“MD Anderson”), a member institution of The University of Texas System (“System”), with a place of business at 1515 Holcombe Blvd., Houston, Texas, 77030, and Cell Source, a corporation with a place of business at 57 West 57th Street, Suite 400, New York, NY 10019. (“Sponsor”). MD Anderson and Sponsor hereinafter may be referred to each as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO VETO CELL PRODUCTION AND CLINICAL TRIAL PROGRAM AGREEMENTProgram Agreement • May 20th, 2019 • Cell Source, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Veto Cell Production and Clinical Trial Program Agreement (“Amendment”) is made and entered into as of April 4, 2019 by and between Cell Source Limited (“Cell Source”) and The University of Texas M.D. Anderson Cancer Center (“MD Anderson”), a member institution of The University of Texas System (“System”).
CELL SOURCE, INC. Third Amended and RestatedCell Source, Inc. • August 12th, 2021 • Pharmaceutical preparations • New York
This Third Amended and Restated Convertible Note (the “Note”) is issued by Cell Source, Inc., a Nevada corporation (the “Company”), effective as of the 18th day of June, 2021 (the “Issuance Date”), to Darlene D. Soave (the “Lender”) pursuant to the exemptions from registration under the Securities Act of 1933, as amended, and amends and restates the 8% Convertible Note issued by the Company to the Lender effective as of October 28, 2019, as amended by the Amended and Restated 8% Convertible Note dated June 18, 2020 and effective as of October 28, 2019, as amended by Amendment No. 1 thereto dated as of December 3, 2020, and as amended by the Amended and Restated Note dated March 2, 2021 (collectively, the “Original Note”).
THIRD AMENDMENT TO EVALUATION AND EXCLUSIVE OPTION AGREEMENTEvaluation and Exclusive Option Agreement • August 19th, 2014 • Cell Source, Inc. • Services-miscellaneous amusement & recreation
WHEREAS Yeda and Cell Source are parties to an evaluation and exclusive option agreement dated October 3, 2011 as amended on April 1, 2014 and further amended on June 22, 2014 ("the E&O Agreement”); and
CELL SOURCE, INC.Cell Source, Inc. • March 30th, 2020 • Pharmaceutical preparations • New York
This Convertible Note (the “Note”) is issued by Cell Source, Inc., a Nevada corporation (the “Company”), effective as of the 28th day of October 2019 (the “Issuance Date”), to Darlene D. Soave (the “Lender”) pursuant to the exemptions from registration under the Securities Act of 1933, as amended.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 14th, 2016 • Cell Source, Inc. • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms its agreement with Cell Source, Inc., a Nevada corporation (the “Company”), as follows:
CELL SOURCE, INC.Cell Source, Inc. • November 13th, 2020 • Pharmaceutical preparations • New York
This Convertible Note (the “Note”) is issued by Cell Source, Inc., a Nevada corporation (the “Company”), effective as of the xxth day of October 2020 (the “Issuance Date”), to _____________ (the “Lender”) pursuant to the exemptions from registration under the Securities Act of 1933.
THIRD AMENDMENT TO RESEARCH AND LICENCE AGREEMENTResearch and Licence Agreement • July 25th, 2018 • Cell Source, Inc. • Pharmaceutical preparations
WHEREAS Yeda and Cell Source are parties to a research and licence agreement dated October 3, 2011, as amended by a first amendment thereto dated April 8, 2014 and a second amendment dated November 28, 2016 ("the R&L Agreement”); and
Amendment No. 2 to Third Amended and Restated 10% Convertible NoteCell Source, Inc. • August 8th, 2023 • Pharmaceutical preparations
This Amendment No. 2 to Third Amended and Restated 10% Convertible Note effective June 18, 2021 between Cell Source, Inc. (the “Company”) and Darlene Soave (the “Lender”) is effective as of this 28th day of October 2022.
CONSULTING/ADVISORY AGREEMENTConsulting/Advisory Agreement • June 10th, 2015 • Cell Source, Inc. • Pharmaceutical preparations • New York
CONSULTING/ADVISORY AGREEMENT dated as of June 4, 2015 (the “Agreement”) by and between Dr. Terry B. Strom, an individual (the “Consultant”) and Cell Source, Inc., a Nevada corporation (the “Company”).
Amendment No. 3 to Third Amended and Restated 10% Convertible NoteCell Source, Inc. • August 8th, 2023 • Pharmaceutical preparations
This Amendment No. 3 to Third Amended and Restated 10% Convertible Note effective June 18, 2021 between Cell Source, Inc. (the “Company”) and Darlene Soave (the “Lender”) is effective as of this 28th day of April 2023.
Certain information has been excluded from this exhibit because (i) it is not material and (ii) would be competitively harmful if publicly disclosed. Veto Cell Production and Clinical Trial Program This agreement is entered into between The University...Cell Source, Inc. • June 19th, 2019 • Pharmaceutical preparations
This Veto Cell Production and Clinical Trial Sponsorship Agreement ("Agreement"), is effective as of the 19th day of February, 2019 (the "Effective Date").
CELL SOURCE, INC. Second Amended and RestatedCell Source, Inc. • April 15th, 2021 • Pharmaceutical preparations • New York
This Amended and Restated Convertible Note (the “Note”) is issued by Cell Source, Inc., a Nevada corporation (the “Company”), effective as of the 2nd day of March 2021 (the “Issuance Date”), to Darlene D. Soave (the “Lender”) pursuant to the exemptions from registration under the Securities Act of 1933, as amended, and amends and restates the 8% Convertible Note issued by the Company to the Lender effective as of October 28, 2019, as amended by the Amended and Restated 8% Convertible Note dated June 18,2020 and effective as of October 28, 2019, as amended by Amendment No. 1 thereto dated as of December 3, 2020. (collectively, the “Original Note”)
AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2014 • Cell Source, Inc. • Services-miscellaneous amusement & recreation
This Amendment No. 1 (this “Amendment”), dated July __, 2014 to the Registration Rights Agreement (“Registration Rights Agreement”), between Cell Source, Ltd. and the persons executing such Registration Rights Agreement (the “Purchasers”) is entered into by and among Cell Source, Ltd., an Israeli corporation and the Majority Holders as defined in the Registration Rights Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Registration Rights Agreement.
BRIDGE FUNDING AGREEMENT Made and signed as of the 23rd day of October, 2013Bridge Funding Agreement • September 23rd, 2014 • Cell Source, Inc. • Pharmaceutical preparations
The Investor as defined as "the Investor" in the Investment Agreement dated October 2nd, 2011, represented by Mr. David Zolty, having offices at 2727 Victoria Park Ave. Toronto, ON MlT lA6, Canada (Hereinafter: “The Investor”)
This agreement is entered into between The University of Texas M. D. Anderson Cancer Center located at 1515 Holcombe Blvd, Houston, TX 77030, USA Hereunder called MD Anderson andCell Source, Inc. • April 1st, 2019 • Pharmaceutical preparations
This Veto Cell Production and Clinical Trial Sponsorship Agreement ("Agreement"), is effective as of the 19th day of February, 2019 (the "Effective Date").
CELL SOURCE, INC. (the “Corporation”)Stock Option Agreement • November 13th, 2020 • Cell Source, Inc. • Pharmaceutical preparations
Unless otherwise defined herein, the terms defined in the Cell Source, Inc. 2019 Equity Incentive Plan, including the 2019 Israeli Equity Incentive Sub-Plan (together hereinafter the “Plan”) shall have the same defined meanings in this Stock Option Agreement (this “Option Agreement” or “Agreement”).
ContractResearch and Licence Agreement • March 30th, 2020 • Cell Source, Inc. • Pharmaceutical preparations
Certain information has been excluded from this exhibit because (i) it is not material and (ii) would be competitively harmful if publicly disclosed.
SEVENTH AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this “Amendment”) Effective Date: November 15, 2020 by and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovot 76100,...Research and Licence Agreement • April 15th, 2021 • Cell Source, Inc. • Pharmaceutical preparations
WHEREAS Yeda and Cell Source are parties (the “Parties”) to a Research and Licence Agreement dated October 3, 2011, as amended by a First Amendment thereto dated April 8, 2014, a Second Amendment thereto dated November 28, 2016, a Third Amendment thereto dated March 29, 2018, a Fourth Amendment thereto dated March 30, 2018, a Fifth Amendment thereto dated June 30, 2019, and a Sixth Amendment dated December 31, 2019 (together, “the R&L Agreement”); and
FOURTH AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this “Amendment”)Research and Licence Agreement • July 25th, 2018 • Cell Source, Inc. • Pharmaceutical preparations
WHEREAS Yeda and Cell Source are parties (the “Parties”) to a research and licence agreement dated October 3, 2011, as amended by a first amendment thereto dated April 8, 2014 a second amendment thereto dated November 28, 2016, and a third amendment dated March 29, 2018 (together, "the R&L Agreement”); and
Exhibit 99.1 Ticket To See, Inc. Subscription Agreement Dear Sirs: The undersigned (the "Purchaser") acknowledges that I have received and reviewed the Prospectus of Ticket To See, Inc., dated__________ 2013. Concurrent with execution of this...Subscription Agreement • March 5th, 2013 • Ticket to See, Inc.
The undersigned (the "Purchaser") acknowledges that I have received and reviewed the Prospectus of Ticket To See, Inc., dated__________ 2013.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 1st, 2014 • Cell Source, Inc. • Services-miscellaneous amusement & recreation • New York
Amendment No. 1 to 10% Convertible NoteConvertible Note • August 8th, 2023 • Cell Source, Inc. • Pharmaceutical preparations
This Amendment No. 1 to 10% Convertible Note effective March 10, 2022 between Cell Source, Inc. (the “Company”) and George Verstraete (the “Lender”) is effective as of this 10th day of March 2023.
Amendment No. 1 to Third Amended and Restated 10% Convertible NoteCell Source, Inc. • August 8th, 2023 • Pharmaceutical preparations
This Amendment No. 1 to Third Amended and Restated 10% Convertible Note effective June 18, 2021 between Cell Source, Inc. (the “Company”) and Darlene Soave (the “Lender”) is effective as of this 31st day of December 2021 except as otherwise provided below;
SHARE EXCHANGE AGREEMENTRegistration Rights Agreement • July 1st, 2014 • Cell Source, Inc. • Services-miscellaneous amusement & recreation • New York
This Share Exchange Agreement (the “Agreement”), is made and entered into as of June 30, 2014, by and among Ticket to See, Inc., a Nevada corporation (“Parent”), Cell Source, Ltd., an Israeli limited liability company, R.N. 51-466976-1 (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
SECOND AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this “Amendment”)Research and Licence Agreement • July 25th, 2018 • Cell Source, Inc. • Pharmaceutical preparations
WHEREAS Yeda and Cell Source are parties to a research and licence agreement dated October 3rd, 2011, as amended by a first amendment thereto dated April 8, 2014 (together, "the R&L Agreement”); and
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • April 15th, 2021 • Cell Source, Inc. • Pharmaceutical preparations • Nevada
THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) dated as of February 4, 2021 and effective as January 28, 2021, is made by and among CELL SOURCE, INC., a Nevada corporation, having its principal place of business at 57 West 57th Street, Suite 400, New York, New York 10019 (the “Company”) and ____________, a Delaware limited liability company maintaining business address at ________________ (“___________”).
