SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2016 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2016, between Amarantus BioScience 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 • April 21st, 2016 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchasers (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT Amarantus BioScience Holdings, Inc.Amarantus Bioscience Holdings, Inc. • September 9th, 2013 • Pharmaceutical preparations
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 September ___, 2013 (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amarantus BioScience 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2014 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 7, 2014, by and between AMARANTUS BIOSCIENCE HOLDINGS, INC., a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2017 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2017, between Amarantus Bioscience Holdings, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
10% original issue discount SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE April 14, 2017Amarantus Bioscience Holdings, Inc. • April 21st, 2016 • Pharmaceutical preparations • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes of Amarantus Bioscience Holdings, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 655 Montgomery Street, Suite 900, San Francisco, California 94111, designated as its 10% Senior Secured Convertible Promissory Note due April 14, 2017 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
8% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE October 2, 2014Amarantus Bioscience Holdings, Inc. • December 2nd, 2013 • Pharmaceutical preparations • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Convertible Debentures of Amarantus BioScience Holdings, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 675 Almanor Ave., Sunnyvale, CA 94085, designated as its 8% Original Issue Discount Senior Convertible Debenture due October 2, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT Amarantus BioScience Holdings, Inc.Amarantus Bioscience Holdings, Inc. • March 13th, 2014 • Pharmaceutical preparations
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 March 7, 2014 (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 Amarantus BioScience 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).
SECURITY AGREEMENTSecurity Agreement • April 21st, 2016 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of April 14, 2016 (this “Agreement”), is among Amarantus Bioscience Holdings, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 12% Original Issue Discount Senior Secured Convertible Promissory Notes, in the original aggregate principal amount of up to $[_______] (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
PURCHASE AGREEMENTPurchase Agreement • March 13th, 2014 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of March 7, 2014, by and between AMARANTUS BIOSCIENCE HOLDINGS, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 2nd, 2013 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of September 3, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between AMARANTUS BIOSCIENCE HOLDINGS, INC., a Nevada corporation (the “Company”) and the Purchasers.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 24th, 2016 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Amarantus BioScinece Holdings, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $8,800,000 of securities (the “Securities”) of the Company consisting of shares of Series H Preferred Stock (the “Shares”) and Warrants to purchase Common Stock (the “Warrants”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Chardan Capital Markets, LLC, as non-exclusive placement agent (the “Placement Agent”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2015 by and among Amarantus BioScience 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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER is entered into as of May 25, 2011 by and among Jumpkicks, Inc., a Delaware corporation (“Parent”), JKIK Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and Amarantus Therapeutics, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2016 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2016, by and among Amarantus BioScience 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”).
AMARANTUS BIOSCIENCES, INC. INVESTMENT AGREEMENTInvestment Agreement • October 17th, 2011 • Amarantus BioSciences, Inc. • Pharmaceutical preparations • Georgia
THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2011 • Amarantus BioSciences, Inc. • Pharmaceutical preparations • Georgia
This Registration Rights Agreement (this "Agreement"), dated as of October 7, 2011, by and between Amarantus BioSciences, Inc., a Delaware corporation (the "Company"), and Centurion Private Equity, LLC, a limited liability company organized under the laws of the state of Arizona (”Investor” or the “Holder”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 21st, 2016 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
Subsidiary Guarantee, dated as of April 14, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among Amarantus Bioscience Holdings, Inc., a Nevada corporation (the “Company”) and the Secured Parties.
Consulting AgreementConsulting Agreement • February 22nd, 2012 • Amarantus BioSciences, Inc. • Pharmaceutical preparations • Nevada
THIS AGREEMENT (The “Agreement”), dated as of January 19, 2012, by and between Amarantus BioSciences, Inc., a Delaware corporation (the “Company”), and Samuel Herschkowitz, an individual (the “Consultant”);
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2017 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 6, 2017, is by and among Amarantus Bioscience Holdings, Inc., a Nevada corporation with offices located at 655 Montgomery Street, Suite 900, San Francisco, CA 9411 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ContractAmarantus Bioscience Holdings, Inc. • July 15th, 2015 • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
THIRD AMENDMENT TO LEASELease Agreement • June 15th, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec
THIS THIRD AMENDMENT TO LEASE (this "Third Amendment") is made as of _________ 2011, by and between ARE-819/863 MITTEN ROAD, LLC, a Delaware limited liability company ("Landlord"), and JUVARIS BIOTHERAPEUTICS, INC., a Delaware corporation ("Tenant").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 28th, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations
This Stock Purchase Agreement (“Agreement”) is made and entered into on April 23, 2015 (“Effective Date”), by and between Amarantus BioScience Holdings, Inc., a Nevada corporation (“Company”), and Discover Growth Fund, a Cayman Islands exempted mutual fund (“Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2016 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 14, 2016, by and among AMARANTUS BIOSCIENCE HOLDINGS, INC., a Nevada corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2013 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 2, 2013, between AMARANTUS BIOSCIENCE 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”).
COMMON STOCK PURCHASE WARRANT Amarantus Bioscience Holdings, Inc.Amarantus Bioscience Holdings, Inc. • April 21st, 2016 • Pharmaceutical preparations • New York
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 Initial Issuance Date (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 Amarantus Bioscience Holdings, Inc., a Nevada corporation (the “Company”), up to shares (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).
SECURITY AGREEMENTSecurity Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of September 30, 2015 (this “Agreement”), is among Amarantus Bioscience Holdings, Inc. (the “Company”), all of the Subsidiaries of the Company, which Subsidiaries are set forth on Schedule 1 hereto the Subsidiaries, and together with the Company, collectively the “Debtors”) and the holders of the Company’s 12% Senior Secured Convertible Promissory Notes in the original aggregate principal amount of $6,076,556 due on or about September 29, 2016 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND NOTESNote Purchase Agreement • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec • New York
THIS SECOND AMENDMENT TO THE SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AGREEMENT AND NOTES (the "Amendment") is entered into as of May __, 2011 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").
AMARANTUS THERAPEUTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec • California
This Note and Warrant Purchase Agreement, dated as of May 1, 2011, (this “Agreement”) is entered into by and among Amarantus Therapeutics, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
Gerald Commissiong July 21, 2010 Amarantus Therapeutics, Inc. Sunnyvale, CA 94085-2934 Dear Mr. Commissiong:Research Agreement • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec • California
Pursuant to our recent conversation in which we discussed a Sponsored Research Agreement ("Agreement") to more effectively pursue our mutual research interests, the following terms are set forth below and are effective July 22, 2010.
INTELLECTUAL PROPERTY ASSIGIMENTIntellectual Property Assigiment • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec
THIS INTELLECTUAL PROPERTY ASSIGNMENT (the "Agreement") is made between EMS Development Group LLC, a Maryland limited liability company ("Assignor") and CNS Protein Therapeutics, Inc., a Delaware corporation (the "Assignee"), effective as of March 5, 2008 (the "Effective Date").
DATA TRANSFER AGREEMENTData Transfer Agreement • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec • California
THIS DATA TRANSFER AGREEMENT (the "Agreement") is made between CNS Protein Therapeutics, Inc. ("CNS-PT"), a Delaware corporation and Professor Mart Saarma (“Prof. Saarma") effective as of June 2, 2009 (the "Effective Date").
AMARANTUS THERAPEUTICS, INC. SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTPurchase Agreement • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the "Agreement") is entered into as of December 28, 2010 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").
AMARANTUS THERAPEUTICS, INC. CONVERTIBLE PROMISSORY NOTE AGREEMENT AS AMENDED MARCH 23, 2011Convertible Promissory Note Agreement • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec • California
This Convertible Promissory Note Agreement, dated as of April 22, 2011, (this "Agreement") is entered into by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an "Investor" and, collectively, the "Investors").
CNS PROTEIN THERAPEUTICS, INC. CONSULTING AGREEMENTConsulting Agreement • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec • California
This Consulting Agreement ("Agreement") is entered into as of March 11, 2008 by and between CNS Protein Therapeutics, Inc. (the "Company") and Keelin Reeds Partners, LLC ("Consultant"). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
