PRE-FUNDED COMMON STOCK PURCHASE WARRANT CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.Creative Medical Technology Holdings, Inc. • May 4th, 2022 • Biological products, (no disgnostic substances)
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2022 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2022, between Creative Medical Technology Holdings, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2022 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 29, 2022, between Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.Creative Medical Technology Holdings, Inc. • December 1st, 2021 • Biological products, (no disgnostic substances) • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.Creative Medical Technology Holdings, Inc. • July 31st, 2019 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 29, 2019 (the “Initial Exercise Date”), and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), up to four million eight hundred seven thousand six hundred ninety-five (4,807,695) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 11, 2020Creative Medical Technology Holdings, Inc. • October 16th, 2019 • Biological products, (no disgnostic substances) • Nevada
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE is one of a series of a duly authorized and validly issued 8% Original Issue Discount Senior Convertible Promissory Note of Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company” or the “Borrower”), having its principal place of business at 3008 W. Lupine, Phoenix, Arizona 85029, designated as its 8% Original Issue Discount Senior Convertible Promissory Note due October 11, 2020 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2021 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2021, between Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), and Fourth Man, LLC (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT Creative Medical Technology Holdings, Inc.Creative Medical Technology Holdings, Inc. • March 5th, 2019 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ or its registered assigns (the “Holder”), with an address at: _________________________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), up to 1,334,951 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Creative Medical Technology Holdings, Inc. and VStock Transfer, LLC as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 23rd, 2021 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2021 (“Agreement”), by and between Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), and VStock Transfer LLC, a California limited liability company (“VStock” or the “Warrant Agent”).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.Creative Medical Technology Holdings, Inc. • December 7th, 2021 • Biological products, (no disgnostic substances) • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Roth Capital Partners, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 2, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), up to 348,750 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Underwriting Agreement.
CONVERTIBLE NOTE DUE March 1, 2020Creative Medical Technology Holdings, Inc. • March 5th, 2019 • Biological products, (no disgnostic substances) • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Creative Medical Technology Holdings, Inc., a Nevada corporation, (the “Borrower”), due February 19, 2020 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.Creative Medical Technology Holdings, Inc. • August 12th, 2021 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 11, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), up to ____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 18th, 2021 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2021, between Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), and BHP Capital NY, Inc. (the “Purchaser”).
Creative Medical Technology Holdings, Inc. and VStock Transfer, LLC as Warrant Agent Warrant Agency Agreement Dated as of December 7, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 7th, 2021 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of December 7, 2021 (“Agreement”), by and between Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), and VStock Transfer LLC, a California limited liability company (“VStock” or the “Warrant Agent”).
3,875,000 SHARES OF COMMON STOCK AND 3,875,000 COMMON WARRANTS OF CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2021 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Creative Medical Technology Holdings, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Creative Medical Technology Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.Creative Medical Technology Holdings, Inc. • November 23rd, 2021 • Biological products, (no disgnostic substances) • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Underwriting Agreement.
PROCEEDS ESCROW AGREEMENT PROCEEDS ESCROW AGREEMENT ("Agreement") dated as of ______________________, 2002, by and between Jolley Marketing, Inc., a Nevada corporation (the "Company") and Escrow Specialists of Salt Lake City, Utah (the "Escrow...Proceeds Escrow Agreement • September 13th, 2002 • Jolley Marketing Inc
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2019 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 19, 2019, between Creative Medical Technology Holdings, Inc., a Nevada corporation and its predecessors (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2019 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of July 29, 2019, among Creative Medical Technology Holdings, 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”).
CANCELLATION OF INDEBTEDNESS AGREEMENTCancellation of Indebtedness Agreement • May 19th, 2016 • Creative Medical Technology Holdings, Inc. • Non-operating establishments • Utah
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”).
LOAN AGREEMENTLoan Agreement • August 19th, 2016 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • Nevada
This Loan Agreement (this “Agreement”), dated effective May 1, 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.”
AMENDMENT TO PROMISSORY NOTEPromissory Note • August 13th, 2015 • Jolley Marketing Inc • Non-operating establishments
THIS AMENDMENT, dated as of May 7, 2015 (the “Amendment”) to the Promissory Note referred to below is entered into by and between, McKinley Enterprise, Inc. Profit Sharing Plan (the “Creditor”) and Jolley Marketing, Inc. (the “Debtor”).
LICENSE AGREEMENTLicense Agreement • November 10th, 2016 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • California
This agreement (“Agreement”) is entered into as of August 25, 2016, (the “Effective Date”) by and between Creative Medical Technologies, Inc., a Nevada corporation having an address at 2007 W. Peoria Avenue, Phoenix, Arizona 85029 (“LICENSEE”) and The Regents of the University of California, a California public corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
Clinical Trial AgreementClinical Trial Agreement • November 10th, 2016 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • California
This Clinical Trial Agreement (“Agreement”) is made as of this 19th day of September, 2016 (“Effective Date”) by and between Creative Medical Technologies, Inc. with a place of business at 2017 W. Peoria Avenue, Phoenix, AZ, 85029 (“CMT”) and Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center, a non-profit biomedical research and education institute located at 1124 W. Carson Street, Building N-14, Torrance, CA 90502 (“Institution”).
AMENDMENT TO 8% PROMISSORY NOTECreative Medical Technology Holdings, Inc. • April 17th, 2018 • Biological products, (no disgnostic substances)
This Amendment to the 8% Promissory Note (this “Amendment”), dated effective April 11, 2018, is by, between, and among Creative Medical Technologies, Inc., a Nevada corporation (the “Borrower”), Creative Medical Health, Inc., a Delaware corporation (the “Holder”), and Creative Medical Technology Holdings, Inc. (“CELZ”). The Borrower, Holder, and CELZ will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the 8% Promissory Note dated May 1, 2016 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2022 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • Nevada
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 9, 2022, (the “Effective Date”) by and between CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC., a Nevada corporation with its principal place of business at 211 E Osborn Road, Phoenix, AZ 85012 (the “Company”) and TIMOTHY WARBINGTON, an individual residing at 3008 W. Lupine Ave. Phoenix. AZ 85029 (“Executive”).
CANCELLATION OF INDEBTEDNESS AGREEMENTCancellation of Indebtedness Agreement • May 19th, 2016 • Creative Medical Technology Holdings, Inc. • Non-operating establishments • Utah
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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 5th, 2016 • Jolley Marketing Inc • Non-operating establishments • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 29, 2016, is by, between, and among Jolley Marketing, Inc., a Nevada corporation (“JLLM”), its key shareholder, Steven L. White, an individual residing in Utah (the “Shareholder”), Jolley Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of JLLM (the “Merger Sub”), and Creative Medical Technologies, Inc., a Nevada corporation (“CMT”). Certain capitalized terms used in this Agreement are defined in ARTICLE XII of this Agreement.
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 14th, 2016 • Jolley Marketing Inc • Non-operating establishments
THIS AMENDMENT, dated as of November 7, 2015 (the "Amendment") to the Promissory Note referred to below is entered into by and between, McKinley Enterprise, Inc. Profit Sharing Plan (the "Creditor") and Jolley Marketing, Inc. (the "Debtor").
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 14th, 2016 • Jolley Marketing Inc • Non-operating establishments
THIS AMENDMENT, dated as of March 2, 2016 (the "Amendment") to the Promissory Note referred to below (and any amendments thereto) is entered into by and between McKinley Enterprise Inc. Profit Sharing Plan (the "Creditor") and Jolley Marketing, Inc., (the "Debtor").
MANAGEMENT REIMBURSEMENT AGREEMENTManagement Reimbursement Agreement • November 17th, 2017 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • Arizona
THIS MANAGEMENT REIMBURSEMENT AGREEMENT (this “Agreement”), executed this 17th day of November 2017, is by and between Creative Medical Health, Inc., a Delaware corporation (“CMH”), Creative Medical Technology Holdings, Inc., a Nevada corporation (“CELZ”), and Creative Medical Technologies, Inc., a Nevada corporation (“CMT”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2008 • Jolley Marketing Inc • Electric lighting & wiring equipment • Utah
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into this ______ day of __________ 2008, by and between Jolley Marketing, Inc., a Nevada corporation (the “Company”), and the undersigned (hereinafter the “Shareholder”).
AMENDMENT AND WAIVER TO THE PATENT PURCHASE AGREEMENTPatent Purchase Agreement • November 16th, 2017 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT and WAIVER, dated as of November 14, 2017, (this “Amendment”) to the Patent Purchase Agreement referred to below is entered into by and between StemSpine, LLC, a Nevada limited liability company (“StemSpine”), a wholly owned subsidiary of Creative Medical Technologies, Inc., which is a wholly owned subsidiary of Creative Medical Technology Holdings, Inc., a Nevada corporation (“CELZ”), and Creative Medical Health, Inc., a Delaware corporation (“Seller”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 14th, 2016 • Jolley Marketing Inc • Non-operating establishments
THIS AMENDMENT, dated as of March 2, 2016 (the "Amendment") to the Promissory Note referred to below (and any amendments thereto) is entered into by and between McKinley Enterprise Inc. Profit Sharing Plan (the "Creditor") and Jolley Marketing, Inc., (the "Debtor").
AGREEMENTAgreement • September 28th, 2021 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • Florida
This Agreement (“Agreement”), dated as of December 28, 2020 (the “Effective Date”), is entered into by and between Jadi Cell LLC, a Delaware limited liability company, with offices located at 1100 Biscayne Blvd., #6104, Miami, Florida 33132 (“Licensor”), and ImmCelz Inc. the successor identity of BioStem Acquisitions Inc, a Nevada corporation, a subsidiary of Creative Medical Technology Holdings Inc. (CELZ), a Nevada Corporation, with offices located at 211 E. Osborn Rd. Phoenix, AZ 85012 (“Licensee”).
