0001144204-13-065111 Sample Contracts

8% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE October 2, 2014
Amarantus 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”).

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SUBSIDIARY GUARANTEE
Subsidiary 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.

SECURITIES PURCHASE AGREEMENT
Securities 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”).

AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 2nd, 2013 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York

This AMENDMENT NO. 1 (the “Amendment”) to the REGISTRATION RIGHTS AGREEMENT (the "Agreement") originally dated as of September 3, 2013, between Amarantus BioScience Holdings, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory thereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) is dated as of October 2, 2013. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.

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