AGREEMENT AND PLAN OF MERGERMerger Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER is entered into as of May 25, 2011 by and among Jumpkicks, Inc., a Delaware corporation (“Parent”), JKIK Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and Amarantus Therapeutics, Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND NOTESSenior Secured Convertible Promissory Note Purchase Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec • New York
THIS SECOND AMENDMENT TO THE SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AGREEMENT AND NOTES (the "Amendment") is entered into as of May __, 2011 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").
AMARANTUS THERAPEUTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec • California
This Note and Warrant Purchase Agreement, dated as of May 1, 2011, (this “Agreement”) is entered into by and among Amarantus Therapeutics, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
Gerald Commissiong July 21, 2010 Amarantus Therapeutics, Inc. Sunnyvale, CA 94085-2934 Dear Mr. Commissiong:Sponsored Research Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec • California
Pursuant to our recent conversation in which we discussed a Sponsored Research Agreement ("Agreement") to more effectively pursue our mutual research interests, the following terms are set forth below and are effective July 22, 2010.
INTELLECTUAL PROPERTY ASSIGIMENTIntellectual Property Assignment • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec
THIS INTELLECTUAL PROPERTY ASSIGNMENT (the "Agreement") is made between EMS Development Group LLC, a Maryland limited liability company ("Assignor") and CNS Protein Therapeutics, Inc., a Delaware corporation (the "Assignee"), effective as of March 5, 2008 (the "Effective Date").
DATA TRANSFER AGREEMENTData Transfer Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec • California
THIS DATA TRANSFER AGREEMENT (the "Agreement") is made between CNS Protein Therapeutics, Inc. ("CNS-PT"), a Delaware corporation and Professor Mart Saarma (“Prof. Saarma") effective as of June 2, 2009 (the "Effective Date").
AMARANTUS THERAPEUTICS, INC. SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTSenior Secured Convertible Promissory Note Purchase Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the "Agreement") is entered into as of December 28, 2010 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").
ContractSublease Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec
AMARANTUS THERAPEUTICS, INC. CONVERTIBLE PROMISSORY NOTE AGREEMENT AS AMENDED MARCH 23, 2011Convertible Promissory Note Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec • California
This Convertible Promissory Note Agreement, dated as of April 22, 2011, (this "Agreement") is entered into by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an "Investor" and, collectively, the "Investors").
CNS PROTEIN THERAPEUTICS, INC. CONSULTING AGREEMENTConsulting Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec • California
This Consulting Agreement ("Agreement") is entered into as of March 11, 2008 by and between CNS Protein Therapeutics, Inc. (the "Company") and Keelin Reeds Partners, LLC ("Consultant"). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
CNS PROTEIN THERAPEUTICS, INC. EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec
This Executive Services Agreement (this "Agreement") is made by and between CNS Protein Therapeutics, Inc., a [Delaware] corporation (the "Company"), and MDCleary, LLC, a [California] limited liability company (the "Consultant"), effective as of August 10, 2009 (the "Effective Date").
AMARANTUS THERAPEUTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec • California
This Note and Warrant Purchase Agreement dated as of August 25, 2010, (this “Agreement”) is entered into by and among Amarantus Therapeutics, Inc., a Delaware corporation the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an "Investor" and, collectively, the "Investors").
LETTER OF AGREEMENTLetter of Agreement • May 27th, 2011 • Jumpkicks, Inc. • Retail-retail stores, nec
