CELLULAR BIOMEDICINE GROUP, INC. 1,029,412 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • March 22nd, 2019 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • New York
Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 1,029,412 shares of its common stock, par value $0.001 per share (the “Shares”). The 1,029,412 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 154,411 Shares pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) and Robert W. Baird & Co. Incorporated (“Baird”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “R
CELLULAR BIOMEDICINE GROUP, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 23rd, 2016 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • New York
Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
CELLULAR BIOMEDICINE GROUP, INC. and , as Trustee FORM OF INDENTURE Dated as of ,Cellular Biomedicine Group, Inc. • July 5th, 2019 • Biological products, (no disgnostic substances) • New York
PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. OTHER DEFINITIONS 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 5 ARTICLE 2 THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 5 2.3. EXECUTION AND AUTHENTICATION 7 2.4. REGISTRAR AND PAYING AGENT 8 2.5. PAYING AGENT TO HOLD ASSETS IN TRUST 8 2.6. SECURITYHOLDER LISTS 9 2.7. TRANSFER AND EXCHANGE 9 2.8. REPLACEMENT SECURITIES 9 2.9. OUTSTANDING SECURITIES 9 2.10. WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION 10 2.11. TEMPORARY SECURITIES 10 2.12. CANCELLATION 10 2.13. PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST 10 2.14. CUSIP NUMBER 11 2.15. PROVISIONS FOR GLOBAL SECURITIES 11 2.16. PERSONS DEEMED OWNERS 12 ARTICLE 3 REDEMPTION 12 3.1. NOTICES TO TRUSTEE 12 3.2. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED 12
AGREEMENT AND PLAN OF MERGER among Cellular Biomedicine Group, Inc., CBMG Holdings and CBMG Merger Sub Inc. Dated as of August 11, 2020Agreement and Plan of Merger • August 12th, 2020 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 11, 2020, is entered into by and among Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and CBMG Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). All capitalized term used in this Agreement shall have the meaning ascribed to them in Annex A hereto.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 12th, 2013 • EastBridge Investment Group Corp • Finance services
THIS AGREEMENT is entered into, effective as of _______, ____ by and between EASTBRIDGE INVESTMENT GROUP CORPORATION, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2014 • Cellular Biomedicine Group, Inc. • Finance services • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 1, 2014 (the “Agreement Date”) by and between CELLULAR BIOMEDICINE GROUP INC (OTCQB: CBMG) (the “Company”), and the undersigned individual (“Executive”), with reference to the following facts:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2018 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2018, by and among Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), Wealth Map Holdings Limited, Earls Mill Limited, and Bosun S. Hau (each an “Investor” and together the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2017 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of June 22, 2017 (the “Effective Date”) by and between Cellular Biomedicine Group Inc., a Delaware corporation (the “Company”) on behalf of itself and any of its subsidiaries, affiliates and related entities and Meng Xia (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”). Certain capitalized terms are defined in Section 28.
Listing AgreementListing Agreement • February 27th, 2007 • EastBridge Investment Group Corp • Finance services
Regarding listing of Party A’s shares in the US, Party A and Party B have, through friendly consultation, reached the following agreement for mutual obligations.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 20th, 2012 • EastBridge Investment Group Corp • Finance services • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 13, 2012, is by and among EastBridge Investment Group Corporation, an Arizona corporation (“Parent”), CBMG Acquisition Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, all of the outstanding shares of which are owned by the Parent (“Merger Sub”), and Cellular Biomedicine Group Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • October 26th, 2020 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • Hong Kong
This BRIDGE LOAN AGREEMENT (this “Agreement”) is made and entered into on October 23, 2020 (the “Effective Date”), by and among the following parties:
Entrustment Contract on Listing on the U.S. Stock MarketsEastBridge Investment Group Corp • June 7th, 2011 • Finance services • Hong Kong
Party C: All Party A’s holding or co-operating companies in China and foreign countries under listing entrustment are referred to as Party C
Entrustment Contract on Listing on a U.S. Stock MarketCellular Biomedicine Group, Inc. • June 18th, 2013 • Finance services • Arizona
SECURITIES PURCHASE AGREEMENT Dated as of December 17, 2012 by and between Eastbridge Investment Group Corp. and Zhang, Hui and MA Platform, Inc.Securities Purchase Agreement • June 18th, 2013 • Cellular Biomedicine Group, Inc. • Finance services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated December 17, 2012 (the “Execution Date”), is signed by and between Eastbridge Investment Group Corp. (the “Seller”), Zhang, Hui (“Mr. Zhang”) and MA Platform, Inc. (the “Purchaser”). The parties hereto agree as follows:
OFFICE LEASEOffice Lease • February 28th, 2020 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances)
The Architectural Drawings and Specifications and the Engineering Plans and Specifications, as approved by Landlord, shall thereupon collectively constitute the "Tenant's Plans". Tenant shall improve the Premises in accordance with the Tenant’s Plans. The work set forth in the Tenant’s Plans is hereinafter referred to as “Tenant’s Work”. From and after the date of Landlord’s approval of the Tenant’s Plans, any changes to the Tenant’s Plans shall not be binding unless approved in writing by both Landlord and Tenant. Landlord’s approval of the Tenant’s Plans shall constitute approval of Tenant’s design concept only and shall in no event be deemed a representation or warranty by Landlord as to whether the Tenant’s Plans comply with any and all legal requirements applicable to the Tenant’s Plans and Tenant’s Work.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 28th, 2017 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of December 26, 2017, by and among Cellular Biomedicine Group Inc., a Delaware corporation with its principal place of business at 19925 Stevens Creek Blvd., Suite 100, Cupertino, California 95014 U.S.A. (the “Company”), and the purchasers whose names are set forth in Annex A (each, a “Purchaser”, and collectively, the “Purchasers”).
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • August 8th, 2014 • Cellular Biomedicine Group, Inc. • Finance services • New York
This SEVERANCE AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made among (i) Keith Wong (“Employee”), an Arizona resident, (ii) CELLULAR BIOMEDICINE GROUP, INC., a Delaware corporation (the “Parent”), and (iii) EASTBRIDGE INVESTMENT CORP., a Delaware corporation wholly owned by the Parent (the “Company”). Employee, Parent and the Company are referred to collectively as the “Parties” and individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2007 • EastBridge Investment Group Corp • Finance services • Arizona
This Employment Agreement is effective as of June 1, 2005 and is made and entered into by ATC Technology Corp, with principal business address at 2101 E. Broadway,#30, Tempe, AZ (hereinafter sometimes called the "Employer"), and Keith Wong, (hereinafter sometimes called the "Employee"). This agreement supercedes all the previous written or oral agreements between Employer and Employee.
CELLULAR BIOMEDICINE GROUP, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2015 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • New York
This Subscription Agreement (the “Agreement”) is entered into by and between Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), and the undersigned investor (“Purchaser”).
ASSET PURCHASE AGREEMENT by and among BLACKBIRD BIOFINANCE, LLC, as Seller, DR. SCOTT ANTONIA and SAM SHRIVASTAVA as Principals, CELLULAR BIOMEDICINE GROUP, INC. as Parent, CELLULAR BIOMEDICINE GROUP VAX, INC. as Buyer Dated as of June 8, 2015Asset Purchase Agreement • July 2nd, 2015 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of June 8, 2015, by and among Blackbird BioFinance, LLC, a Ohio limited liability company (“Seller”), Dr. Scott Antonia (“Antonia”), Sam Shrivastava (“Shrivastava” and together with Antonia, the “Principals”), Cellular Biomedicine Group, Inc., a Delaware corporation (“Parent”), and Cellular Biomedicine Group Vax, Inc., a California corporation and a wholly-owned subsidiary of Parent (“Buyer”).
SHARE PURCHASE AGREEMENT dated as of September 25, 2018 by and among NOVARTIS PHARMA AG, CELLULAR BIOMEDICINE GROUP, INC., and, solely for purposes of Article IV, SHANGHAI CELLULAR BIOPHARMACEUTICAL GROUP LTD.Share Purchase Agreement • September 27th, 2018 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • New York
Confidential Treatment Requested by Cellular Biomedicine Group, Inc IRS Employer Identification No. 86-1032927 Confidential treatment requested with respect to certain portions hereof denoted with “[***]” LICENSE AND COLLABORATION AGREEMENT dated as...License and Collaboration Agreement • September 27th, 2018 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • Delaware
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 2nd, 2014 • Cellular Biomedicine Group, Inc. • Finance services • New York
EMPLOYMENTAGREEMENTEmployment Agreement • January 9th, 2014 • Cellular Biomedicine Group, Inc. • Finance services • Delaware
This EMPLOYMENT AGREEMENT (this "Agreement") is made as of January 3rd, 2014 (the "Effective Date") by Cellular Biomedicine Group, Inc. (OTCQB: CBMG) (the "Company"), and the undersigned individual ("Executive"), with reference to the following facts:
Credit Agreement (Applicable to the circumstance in which a separate loan contract is not needed for working capital loan)Credit Agreement • August 12th, 2020 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • Hong Kong
Upon the application of Party B, Party A agrees to provide Party B with a credit line for the use by Party B. NOW, THEREFORE, the parties hereto, in accordance with the applicable laws and regulations, have reached this Agreement on the following terms and conditions through negotiation.
LISTING and CONSULTANT AGREEMENTListing and Consultant Agreement • October 1st, 2007 • EastBridge Investment Group Corp • Finance services • Arizona
THIS LISTING AND CONSULTANT AGREEMENT (the "Agreement") is made as of September 27, 2007, by and among EASTBRIDGE INVESTMENT GROUP CORPORATION, INC., an Arizona corporation ("EBIG"), and AREM WINE PTY, LTD., an Australian entity ("AREM").
Cellular Immunity Tech Ltd. CELLULAR BIOMEDICINE GROUP HK, LTD CELLULAR BIOMEDICINE GROUP, INC. (作为发股方)Cellular Biomedicine Group, Inc. • October 2nd, 2014 • Finance services
第一条 释义 9 ARTICLE 1 INTERPRETATION 9 1.1 定义 9 Definition 9 1.2 解释 12 Explanation 12 第二条 技术转让 13 ARTICLE 2 TRANSFER OF TECHNOLOGY 13 2.1 转让标的技术 13 transfer of Underlying Technology 13 2.2 提供技术支持 14 Provision of technical support 14 第三条 转让对价 15 ARTICLE 3 CONSIDERATION OF TRANSFER 15 3.1 转让对价 15 Consideration of transfer 15 3.2 对价支付 15 Payment of consideration 15 第四条 交割 16 ARTICLE 4 DELIVERY 16 4.1 交割 16 Delivery 16 4.2 交割不成 17 Delivery failure 17 第五条 交割后的承诺事项 18 ARTICLE 5 AFTER DELIVERY COMMITMENTS 18 5.1 锁定期禁售安排 18 Lock-in period arrangements 18 5.2 股票回购 18 Buy-back of stocks 18 第六条 陈述与保证 19 ARTICLE 6 REPRESENTATIONS AND WARRANTIES 19 6.1 转让方和核心技术团队的陈述与保证 19 Representations and warranties of the Transferor and the core technical Team 19 6.2 受让方的陈述与保证 25 Representations and warranties of the Transferee 25 第七条 保密 26
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2013 • Cellular Biomedicine Group, Inc. • Finance services
This AMENDMENT NO. 1 to EMPLOYMENT AGREEMENT (“Amendment”) dated August 29, 2013 is an amendment to that certain Employment Agreement ("Employment Agreement") dated February 6, 2013, by and between Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”) and the undersigned individual, Wen Tao (Steve) Liu (the “Executive”).
SHARES PURCHASE AGREEMENTShares Purchase Agreement • February 10th, 2016 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances)
This SHARES PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of February 4, 2016, by and among Cellular Biomedicine Group Inc., a Delaware corporation with its principal place of business at 19925 Stevens Creek Blvd., Suite 100, Cupertino, California 95014 U.S.A. (“the Company”), and Dangdai International Group Co., Limited, a Hong Kong limited liability company with CR# 2273242, with its principal place of business at Suite 1501, Grand Millennium Plaza (Lower Block), 181 Queen's Road Central, Sheung Wan, Hong Kong, PRC SAR (“the Purchaser”).
INFORMATION DENOTED WITH “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT NONEXCLUSIVE - SUBLICENSABLEPatent License Agreement • August 12th, 2020 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • District of Columbia
This Agreement is based on the model Patent License Non-Exclusive Sublicensable Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
CONSULTING AGREEMENTConsulting Agreement • May 9th, 2016 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • New York
This CONSULTING AGREEMENT (this “Agreement”) is effective as of February 7, 2016 (the “Effective Date”), by and between Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), and Wen Tao (“Steve”) Liu, residing at 20433 Walnut Ave Saratoga CA 95070 (the “Consultant”).
LICENSE AGREEMENTLicense Agreement • February 19th, 2019 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances) • Georgia
This License Agreement (this “Agreement”) dated as of February 14, 2019 (the “Effective Date”), by and between Augusta University Research Institute, Inc., having an office at 1120 15th Street, Augusta, Georgia 30912 (“AURI”) and Cellular Biomedicine Group HK Ltd., a Hong Kong corporation, and its Affiliates, as defined herein, with its principal place of business at Unit 402, 4th Floor, Fairmont House, No. 8 Cotton Tree Drive, Admiralty, Hong Kong ("CBMG"). AURI and CBMG are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Agreement of Clinical TestCellular Biomedicine Group, Inc. • May 9th, 2016 • Biological products, (no disgnostic substances)
The Agreement of Clinical Test (hereinafter referred to as the “Agreement”) is signed by and between both Parties hereunder on February 16, 2016:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2018 • Cellular Biomedicine Group, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 26, 2018, by and among Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), and Novartis Pharma AG, a company organized under the laws of Switzerland (the “Purchaser”).
CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2013 • EastBridge Investment Group Corp • Finance services • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into effective as of February 5, 2013 (the “Effective Date”), by and between EastBridge Investment Group Corporation, a Delaware corporation (“Parent”) and EastBridge Investment Corp., a Delaware corporation (“Subsidiary”).
