CALADRIUS BIOSCIENCES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2016 • Caladrius Biosciences, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (“Agreement”) is made as of March 10, 2016 (the “Effective Date”), by and among Caladrius Biosciences, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such persons and entities are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2016 • Caladrius Biosciences, Inc. • Services-misc health & allied services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2016, by and among Caladrius Biosciences, Inc., a Delaware corporation (the “Company”), the investors signatory hereto (each an “Initial Purchaser” and collectively, the “Initial Purchasers”) and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 7(g) hereof (collectively, the “Purchaser Permitted Transferees” and each individually a “Purchaser Permitted Transferee”).
FORM OF WARRANTCaladrius Biosciences, Inc. • May 5th, 2016 • Services-misc health & allied services, nec • New York
This Warrant is issued to [________]1 Name of Warrant holder., or its registered assigns (including any successors or assigns, the “Purchaser”), pursuant to that certain Securities Purchase Agreement, dated as of March 10, 2016, among Caladrius Biosciences, Inc., a Delaware corporation (the “Company”), the Purchaser and certain other purchasers thereunder (the “Purchase Agreement”) and is subject to the terms and conditions of the Purchase Agreement.
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 5th, 2016 • Caladrius Biosciences, Inc. • Services-misc health & allied services, nec • New York
This TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of March 11, 2016 (the “Effective Date”) by and between PCT, LLC, a CALADRIUS Company, a Delaware limited liability company, with a place of business at 4 Pearl Court, Suite C, Allendale, New Jersey 07401 (“Licensor”) and Hitachi Chemical Co. Ltd., a Japanese Corporation with a place of business at 9-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-6606, Japan (“Licensee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2016 • Caladrius Biosciences, Inc. • Services-misc health & allied services, nec • New York
This EMPLOYMENT AGREEMENT (this “Agreement”), dated and effective as of March 11, 2016, (the “Effective Date”) is by and between PCT, LLC, a Caladrius Company (“the Company”) and Robert A. Preti, Ph.D. (the “Executive”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • May 5th, 2016 • Caladrius Biosciences, Inc. • Services-misc health & allied services, nec • Delaware
THIS UNIT PURCHASE AGREEMENT (the “Agreement”), dated this 11th day of March, 2016 (the “Effective Date”), by and among CALADRIUS BIOSCIENCES, INC., a corporation incorporated under the laws of Delaware (“Caladrius”); PCT, LLC, A CALADRIUS COMPANY, a limited liability company organized under the laws of Delaware and currently a wholly-owned subsidiary of Caladrius (“Company”); and HITACHI CHEMICAL CO. AMERICA, LTD., a corporation incorporated under the laws of New York (“Purchaser” and, together with Caladrius and Company , the “Parties”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 5th, 2016 • Caladrius Biosciences, Inc. • Services-misc health & allied services, nec
THIS CONSENT AND THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of March 11, 2016, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), CALADRIUS BIOSCIENCES, INC. (fka NEOSTEM, INC.), a Delaware corporation with offices located at 420 Lexington Avenue, Suite 350, New York, NY 10170 (“Parent”) and the other borrowers listed on the signature page of the Loan Agreement (individually and collectively, jointly and severally, “Borrower”).
AMENDED AND RESTATED OPERATING AGREEMENT OF PCT, LLC, A CALADRIUS COMPANY (A DELAWARE LIMITED LIBAILITY COMPANY) DATED AS OF MARCH 11, 2016Operating Agreement • May 5th, 2016 • Caladrius Biosciences, Inc. • Services-misc health & allied services, nec • Delaware
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of PCT, LLC, a Caladrius Company, a Delaware limited liability company (the “Company” or “PCT”), is made as of this 11th day of March, 2016, by and among Caladrius Biosciences, Inc., a Delaware corporation (“Caladrius”), and Hitachi Chemical Co. America, Ltd., a New York corporation (“HCA”), each as a Member to this Agreement. This Agreement shall be effective as of the Effective Date set forth in Section 2.1. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in Section 1.1.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2016 • Caladrius Biosciences, Inc. • Services-misc health & allied services, nec • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated and effective as of March 11, 2016 (the “Effective Date”) is by and between Caladrius Biosciences, Inc. (the “Company”) and Robert A. Preti, Ph.D. (the “Executive”).
