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”).
10% original issue discount SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE April 14, 2017Convertible Security Agreement • April 21st, 2016 • Amarantus Bioscience Holdings, Inc. • 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”).
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”).
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.
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”).
COMMON STOCK PURCHASE WARRANT Amarantus Bioscience Holdings, Inc.Security Agreement • April 21st, 2016 • Amarantus Bioscience Holdings, Inc. • 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).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 21st, 2016 • Amarantus Bioscience Holdings, Inc. • Pharmaceutical preparations • New York
This Intellectual Property SECURITY AGREEMENT (this “Agreement”), dated as of April 14, 2016, by Amarantus Bioscience Holdings, Inc., a Nevada corporation (the “Grantor”), in favor of as collateral agent (the “Collateral Agent”) for the secured parties referred to below.
