REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of the date hereof, by and among, Delafield Investment Limited (“Delafield”), Dominion Capital, LLC (“Dominion” and together with Delafield, collectively the “Purchasers”) and the Company, (ii) various understandings between the Company and the Purchasers (collectively, the “Purchase Agreement”) and (iii) the Agreement and Plan of Merger, by and among, the Company, Neuro Acquisition Corporation, Diogenix, Inc. Nerveda and Nerveda LLC, date as of January 8, 2015, (the “Diogenix Agreement”), pursuant to which the persons set forth on Schedule 1 hereto are registering for resale the number of shares of Common Stock set forth opposite such persons name on Schedule 1 (each a “Diogenix Person”).
12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE September 29, 2016Convertible Security Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
THIS 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 12% 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 12% Senior Secured Convertible Promissory Note due September 29, 2016 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
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”).
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”).
COMMON STOCK PURCHASE WARRANT Amarantus Bioscience Holdings, Inc.Warrant Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Delafield Investments Limited 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).
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations
This PATENT AND TRADEMARK SECURITY AGREEMENT, dated as of September 30, 2015 (this “Agreement”), is among Amarantus Bioscience Holdings, Inc. (the “Company”), and Subsidiaries of the Company, which Subsidiaries are set forth on Schedule 1 hereto (such Subsidiaries, 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 (collectively, the “Notes”) signatory hereto, and their endorsees, transferees and assigns (collectively, the “Secured Parties”) certain of which Notes were sold to the Secured Parties pursuant to a Securities Purchase Agreement dated on or about the date hereof by and among Delafield Investments Limited, Dominion Capital, LLC and the Company (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENT dated as of September 30, 2015 by and among DELAFIELD INVESTMENTS LIMITED (LENDER) and AMARANTUS BIOSCIENCE HOLDINGS, INC. (BORROWER) SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of September 30, 2015, 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 “Borrower” or the “Company”), DELAFIELD INVESTMENTS LIMITED (“Delafield” or the “Lender”).
EXCHANGE AGREEMENTExchange Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 30th day of September, 2015, by and among AMARANTUS BIOSCIENCE HOLDINGS, INC., a Nevada corporation (the “Company”), all of the subsidiaries of the Company that are party to the Agreement (collectively, “Subsidiaries”), and DOMINION CAPITAL LLC (the “Holder”).
Letter AgreementLetter Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations
This letter agreement dated September 30, 2015 (this “Letter Agreement”) amends that (i) Securities Purchase Agreement dated September 30, 2015 (the “SPA”) by and between Amarantus Bioscience Holdings, Inc. (the “Company”) and Delafield Investments Limited (“Delafield”) and (ii) Exchange Agreement dated September 30, 2015, between Dominion Capital, LLC (“Dominion,” and, together with Delafield, collectively, the “Lenders”) and the Company (the “Exchange Agreement,” and, together with SPA, collectively, the “Acquiring Agreements”) solely to the extent described below. To the extent of any inconsistency between this Letter Agreement and/or the Acquiring Agreement(s), this Letter Agreement shall control and supersede any contrary provisions in either of the Acquiring Agreements.
REPURCHASE AGREEMENTRepurchase Agreement • October 1st, 2015 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations
This Agreement (the "Agreement") is made on the 25th day of September 2015 (“Effective Date”) by and between Amarantus Bioscience Holdings, Inc., a Nevada corporation with its principal place of business at 655 Montgomery Street, Suite 900, San Francisco, California 94111 (the "Company") and Discover Growth Fund, a Cayman Islands exempted mutual fund with its principal place of business at Governors Square, 23 Lime Tree Bay Avenue, Grand Cayman, Cayman Islands KY1-1209 (the "Seller").
