RenovaCare, Inc. Sample Contracts

RenovaCare, Inc. – Form of Series I Common Stock Warrant (November 30th, 2018)

NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE COMPANY.

RenovaCare, Inc. – RENOVACARE, INC. FORM OF SUBSCRIPTION AGREEMENT (November 30th, 2018)

This Subscription Agreement (this “Agreement”) is entered into by and between Renovacare, Inc., a corporation organized under the laws of the State of Nevada (the “Company”) and the subscriber whose name is set forth on the signature pages affixed hereto (the “Subscriber”).

RenovaCare, Inc. – AMENDMENT TO THE SEPTEMBER 2016 LOAN AGREEMENT (November 30th, 2018)

THIS AMENDMENT No. 2 dated as of November 26, 2018 (this “Agreement”) to the September 9, 2016 Loan Agreement (the “September 2016 Loan Agreement”) is entered into, by and between RenovaCare, Inc., a Nevada corporation (the “Borrower”), and Kalen Capital Corporation (“KCC”), a corporation organized under the laws of the Province of Alberta, Canada.

RenovaCare, Inc. – AMENDMENT TO THE FEBRUARY 2017 LOAN AGREEMENT (November 30th, 2018)

THIS AMENDMENT No. 2 dated as of November 26, 2018 (this “Agreement”) to the February 23, 2017 Loan Agreement (the “February 2017 Loan Agreement”) is entered into, by and between RenovaCare, Inc., a Nevada corporation (the “Borrower”), and Kalen Capital Corporation (“KCC”), a corporation organized under the laws of the Province of Alberta, Canada.

RenovaCare, Inc. – EXECUTIVE CONSULTING AGREEMENT (June 25th, 2018)

THIS AT-WILL EXECUTIVE CONSULTING AGREEMENT (this “Agreement”), dated as of June 22, 2018, and effective as of June 11, 2018 (the “Effective Date”), is entered into by and between RenovaCare, Inc. (the “Company”), and Vector Asset Management, Inc., a British Columbia, Canada corporation (“Consultant”). The Company and the Consultant are sometimes collectively referred to as the “Parties” and individually as a “Party” or “Executive”.

RenovaCare, Inc. – OPINION OF COUNSEL (April 6th, 2018)
RenovaCare, Inc. – Contract (March 13th, 2018)

This FIRST AMENDMENT dated January 29, 2018 (this “Amendment”) to the Loan Agreement dated September 9, 2016 (the “Loan Agreement”) by and between RENOVACARE, Inc., a Nevada corporation (the “Borrower”) and Kalen Capital Corporation (“Payee”). All Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Loan Agreement.

RenovaCare, Inc. – FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (March 13th, 2018)

This FIRST AMENDMENT DATED JANUARY 29, 2018 (this “Amendment”) to the Convertible Promissory Note dated February 23, 2017 (the “Promissory Note”).

RenovaCare, Inc. – CORPORATE RESEARCH AGREEMENT (March 13th, 2018)

THIS AGREEMENT is entered into as of the 1. day of August, 2017 (the “Effective Date”), by and between RENOVACARE INC., a corporation organized under the laws of the State of New York, and having an office at 430 Park Avenue, Suite 702 New York, NY 10022 (the “Company”), and the UNIVERSITY OF PITTSBURGH – OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION, a non-profit, state-related educational institution incorporated under the laws of the Commonwealth of Pennsylvania and having an office at Office of Research, 123 University Place, Pittsburgh, Pennsylvania 15213 (the “University”).

RenovaCare, Inc. – Contract (March 13th, 2018)

This FIRST AMENDMENT dated January 29, 2018 (this “Amendment”) to the Loan Agreement dated February 23, 2017 (the “Loan agreement”) by and between RENOVACARE, Inc., a Nevada corporation (the “Borrower”) and Kalen Capital Corporation (“Creditor”). All Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Loan Agreement.

RenovaCare, Inc. – FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (March 13th, 2018)

WHEREAS, pursuant to the Loan Agreement the Borrower delivered the Promissory Note in the aggregate principal amount of SEVEN HUNDRED THOUSAND DOLLARS ($700,000) which was due and payable on December 31, 2017 (the “Maturity Date”).

RenovaCare, Inc. – Contract (February 12th, 2018)

You have requested our opinion with respect to certain matters in connection with the filing RenovaCare, Inc., a Nevada corporation (the “Company”) of a Registration Statement on Form S-1, on February 9, 2018 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) relating to the resale by the selling stockholders named therein (the “Selling Stockholders”) of up to an aggregate of 4,404,136 shares of the Company’s common stock, par value $0.00001 per share, consisting of the following (collectively, the “Selling Stockholders’ Shares”):

RenovaCare, Inc. – RENOVACARE, INC. SERIES __ STOCK PURCHASE WARRANT (October 18th, 2017)

Renovacare, Inc., a Nevada corporation (the “Company”), hereby certifies that [●], its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time and from time to time commencing on the date first appearing above (the “Issuance Date”), up to and through 12:01a.m. (EST) on the date five (5) years from the Issuance Date (the “Termination Date”) up to [●] shares (each, a “Share" and collectively the “Shares”) of the Company's common stock, par value $0.00001 (the “Common Stock”), at an exercise price per Share of $_____ (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.

RenovaCare, Inc. – SECURITIES PURCHASE AGREEMENT (October 18th, 2017)

This Securities Purchase Agreement (this “Purchase Agreement”) is entered into by and between Renovacare, Inc., a Nevada corporation (the “Company”) and the subscriber whose name is set forth on the signature pages affixed hereto (the “Subscriber”) is dated as of October 16, 2017.

RenovaCare, Inc. – RENOVACARE, INC. SERIES G STOCK PURCHASE WARRANT (July 24th, 2017)

This Warrant is being issued to Holder in connection with the Loan Agreement (the “Agreement”) entered into as of even date as this Warrant by and between the Company and Holder. Any capitalized but undefined terms used herein shall have the meaning set forth in the Agreement unless the context otherwise requires.

RenovaCare, Inc. – Subscription Agreement (July 24th, 2017)
RenovaCare, Inc. – [LETTERHEAD] (June 6th, 2017)
RenovaCare, Inc. – Loan Agreement (March 14th, 2017)

THIS LOAN AGREEMENT is dated as of March 9, 2017, by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (“Borrower”), and [****] (“Creditor”).

RenovaCare, Inc. – Amendment to Loan Agreement (March 14th, 2017)

THIS AMENDMENT TO LOAN AGREEMENT is dated as of March 9, 2017 (this “Amendment”), by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (“Borrower”), and Joseph Sierchio, a resident of the State of New York (“Creditor”).

RenovaCare, Inc. – Amendment to Loan Agreement (March 14th, 2017)

THIS AMENDMENT TO LOAN AGREEMENT is dated as of March 9, 2017 (this “Amendment”), by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (“Borrower”), and Kalen Capital Corporation, a corporation organized under the laws of Alberta, Canada (“Creditor”).

RenovaCare, Inc. – PROMISSORY NOTE (March 14th, 2017)

This Note is being issued pursuant to the terms of the Loan Agreement dated as of even date hereof between Borrower and Payee (the “Loan Agreement”). Capitalized but undefined terms used in this Note shall have the meaning set forth in the Loan Agreement.

RenovaCare, Inc. – PROMISSORY NOTE (March 1st, 2017)

This Note is being issued pursuant to the terms of the Loan Agreement dated as of even date hereof between Borrower and Payee (the “Loan Agreement”). Capitalized but undefined terms used in this Note shall have the meaning set forth in the Loan Agreement.

RenovaCare, Inc. – Loan Agreement (March 1st, 2017)

THISLOAN AGREEMENT is dated as of February 23, 2017, by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (“Borrower”), and [****] (“Creditor”).

RenovaCare, Inc. – RENOVACARE, INC. SERIES F STOCK PURCHASE WARRANT (March 1st, 2017)

This Warrant is being issued to Holder in connection with the Loan Agreement (the “Agreement”) entered into as of even date as this Warrant by and between the Company and Holder. Any capitalized but undefined terms used herein shall have the meaning set forth in the Agreement unless the context otherwise requires.

RenovaCare, Inc. – LOAN AGREEMENT (September 16th, 2016)

THIS LOAN AGREEMENT is dated as of September 9, 2016, by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (“Borrower”), and Kalen Capital Corporation, a corporation organized under the laws of Alberta, Canada (“Creditor”).

RenovaCare, Inc. – PROMISSORY NOTE (September 16th, 2016)

This Note is being issued pursuant to the terms of the Loan Agreement dated as of even date hereof between Borrower and Payee (the “Loan Agreement”). Capitalized but undefined terms used in this Note shall have the meaning set forth in the Loan Agreement.

RenovaCare, Inc. – RENOVACARE, INC. SERIES E STOCK PURCHASE WARRANT (September 16th, 2016)

This Warrant is being issued to Holder in connection with the Loan Agreement (the “Agreement”) entered into as of even date as this Warrant by and between the Company and Holder. Any capitalized but undefined terms used herein shall have the meaning set forth in the Agreement unless the context otherwise requires.

RenovaCare, Inc. – Subscription Agreement (June 10th, 2015)

This Subscription Agreement (this “Agreement”) is entered into by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (the “Company”) and the subscriber whose name is set forth on the signature pages affixed hereto (the “Subscriber”).

RenovaCare, Inc. – RENOVACARE, INC. SERIES D STOCK PURCHASE WARRANT (June 10th, 2015)

This Warrant is being issued to Holder in connection with the Subscription Agreement (the “Agreement”) entered into as of even date as this Warrant by and between the Company and Holder. Any capitalized but undefined terms used herein shall have the meaning set forth in the Agreement unless the context otherwise requires.

RenovaCare, Inc. – OPTION AGREEMENT (May 5th, 2015)

THIS OPTION AGREEMENT (this “Agreement”) by and among RenovaCare, Inc., a Nevada corporation (the “Optionee”) and Jörg Gerlach, MD, PhD, an individual having a place of residence at [ADDRESS] (the “Optionor”), is entered into as of the first day of May, 2015. Optionee and the Optionor together may be referred to herein as the “Parties” and each of them may be referred to herein as a “Party.”

RenovaCare, Inc. – [LETTERHEAD] (November 20th, 2014)

We have acted as counsel to RenovaCare, Inc., a Nevada corporation (the “Company”) in connection with the preparation and filing with the United States Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration for resale by the selling stockholder named therein (collectively, the “Selling Stockholders”) of up to 10,740,000 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), which consists of:

RenovaCare, Inc. – Contract (September 15th, 2014)

This Post-Closing Amendment to the Asset Purchase Agreement (the “Agreement”) is entered into as of September 9, 2014, and by and among RenovaCare, Inc., a Nevada corporation (the “Parent”), RenovaCare Sciences Corp., a Nevada corporation and wholly owned subsidiary of the Parent (the “Buyer”) and Jörg Gerlach, MD, PhD, an individual having a place of residence at [•] (the “Seller”). The Parent, the Buyer and the Seller together may be referred to herein as the “Parties” and each of them may be referred to herein as a “Party.” All other capitalized terms used herein and not otherwise defined have the meaning ascribed thereto in the Original APA (as defined below).

RenovaCare, Inc. – [LETTERHEAD] (September 5th, 2014)
RenovaCare, Inc. – Contract (April 7th, 2014)

THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of April 1, 2014, by and between RenovaCare, Inc. a Nevada corporation (the “Company”), and Patsy Trisler (“Recipient”):

RenovaCare, Inc. – Contract (April 7th, 2014)

This At-Will Consulting Agreement (the “Agreement”) sets forth the terms and conditions of your engagement as an independent consultant to and by RenovaCare, Inc. (the “Company”). For the purposes of this Agreement, capitalized terms used but not otherwise defined shall have the meanings ascribed thereto in Paragraph 21 hereof.