SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2015, between Amarantus Bioscience Holdings, Inc. (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • February 25th, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of February 23, 2015 (this “Agreement”), is among Amarantus Bioscience Holdings, Inc. (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% Promissory Notes due 10 months following their issuance, in the original aggregate principal amount of $2,500,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
ContractAmarantus Bioscience Holdings, Inc. • February 25th, 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.
SETTLEMENT AGREEMENTSettlement Agreement • February 25th, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New Jersey
This Settlement Agreement (the “Settlement Agreement”) and release of claims is made and entered into as of February 23, 2015, (the “Effective Date”) by and among the following parties: LONZA GROUP, LTD. (“LONZA GROUP”), LONZA AMERICA, INC. (“LAI”), LONZA WALKERSVILLE, INC. (“LWI”) (collectively “Lonza”) and AMARANTUS BIOSCIENCE HOLDINGS, INC., individually and as successor to and on behalf of REGENICIN, INC. (“Amarantus”), and REGENICIN, INC. (“REGENICIN”) (Lonza, Amarantus, and Regenicin collectively referred to herein as the “Parties”).
