Exhibit 10.10


 


REPURCHASE AGREEMENT


 


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").


 


WITNESSETH:


 


WHEREAS, the
Company and Seller previously made and entered into a Stock Purchase Agreement dated April 23, 2015 and an Amended and Restated
Stock Purchase Agreement dated July 9, 2015 (collectively, the “SPAs”) pursuant to which the Seller purchased
from the Company shares of the Company’s Series G Preferred Stock, par value $0.001 per share (the “Shares”)
which Shares are convertible into shares (the “Underlying Shares”) of common stock, par value $0.001 per share
of the Company (the “Common Stock”). Capitalized terms used in this Agreement and not otherwise defined shall
have the meanings ascribed to them in the SPAs, including the Exhibits attached thereto;


 


WHEREAS, Seller
has fully and timely performed all of its obligations under the SPAs and all other Transaction Documents. Company acknowledges
and confirms that all calculations and Conversion Notices provided by Seller to date are accurate and correct in all respects;


 


WHEREAS, the
Seller, at the Closing will be the beneficial and record owner of (i) the number of Shares set forth in Schedule 1, which
Shares have an aggregate Face Value as set forth in Schedule 1 (the “Preferred Shares”), and (ii) the number
of shares of Common Stock set forth in Schedule 1 (the “Common Shares”); and


 


WHEREAS the
Company desires to purchase from the Seller, (i) the Preferred Shares and (ii) the Common Shares (collectively, the “Securities”),
and the Seller is willing to sell the Securities to the Company on and subject to the terms and conditions set forth herein (the
“Repurchase”); and


 


WHEREAS, these
“Whereas” clauses (as well as Schedule 1) are expressly made a part of this Agreement.


 


NOW, THEREFORE,
in consideration of the premises and the mutual agreements herein contained, the Company and the Seller hereby agree as follows:


 


1.          Repurchase
of the Securities. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties,
covenants and agreements contained in this Agreement, in the Repurchase the Seller shall sell to the Company the (i) Preferred
Shares, and (ii) the Common Shares; and the Company shall purchase such Securities from the Seller for an aggregate purchase price
of US $4,750,000.00 (the “Purchase Price”).


 




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2.          Closing.
The Repurchase of the Securities and the occurrence of the other transactions to take place substantially simultaneously therewith
(the “Closing”), shall occur no later than three Business Days after the Effective Date (the “Final
Date”) and shall be held at such time and place as shall be determined by the parties hereto. The date that the Closing
has been fully effectuated shall be the “Closing Date.” For purposes hereof “Business Day”
shall mean any day other than a Saturday or Sunday or any other day on which the Federal Reserve Bank of New York is not open for
business. On or before the Business Day prior to Closing, (i) the Company shall deliver to Sichenzia Ross Friedman Ference LLP,
as escrow agent (the “Escrow Agent”) (a) all originally executed Transaction Documents in its and/or in any
of its Affiliates possession and/or control (“Original Transaction Documents”), pursuant to the terms and conditions
of an escrow agreement dated on or before the Closing Date, the form of which is annexed hereto as Exhibit A (the “Escrow
Agreement”), (b) the Purchase Price via wire transfer in immediately available funds to an account designated to the
Company by the Escrow Agent, and (c) an original executed mutual release agreement of Dominion Capital LLC (“Dominion”)
and Delafield Investments Limited (“Delafield” and together with Dominion, the “2 Funders”),
their respective Affiliates and the other persons named therein, in favor of the Seller, its Affiliates and the other persons named
therein, the form of which mutual release agreement is annexed hereto as Exhibit B (the “Release Agreement”);
and (ii) the Seller shall deliver to the Escrow Agent (a) all Original Transaction Documents in its and/or in any of its Affiliates
possession and/or control, (b) an executed letter (the “Instruction Letter”) from the Seller to VSTOCK Transfer,
LLC, the Company’s transfer agent (“VStock”), the form of which is annexed hereto as Exhibit C
pursuant to which the Seller authorizes VStock, to return the Securities to the Company’s treasury and instructs VStock that
the Underlying Shares reserved pursuant to irrevocable transfer agent letters dated April 23, 2015 and July 10, 2015 (the “TA
Letters”) may be taken out of reserve and are no longer subject to the TA Letters, and (c) original executed Release
Agreement of Seller for itself and on behalf of its Affiliates and the other persons named therein in favor of the 2 Funders, their
respective Affiliates and the other persons named therein, the form of which is annexed hereto as Exhibit B (the documents, instruments
and other items set forth in this Section 2(i)-(ii) shall hereinafter be referred to as the “Escrow Items.”
Upon receipt by the Escrow Agent of the Escrow Items, the Escrow Agent shall send a confirmation letter to the Company, the 2 Funders
and the Seller (the “Confirming Letter”) indicating all of the Escrow Items have been received and upon receipt
from the 2 Funders, the Seller and the Company of written instructions to release the Escrow Property, the Escrow Agent shall disburse
(i) the Purchase Price to the Seller, (ii) the Instruction Letter and the Release Agreement to the Company, the 2 Funders and to
VStock and (iii) all original Transaction Documents and the TA Letters to the Company. The Purchase Price shall be delivered to
the Seller by wire transfer in immediately available funds pursuant to wiring instructions provided by the Seller to the Escrow
Agent. Upon receipt by the Seller of the Purchase Price, the Company shall automatically become the sole and exclusive record and
beneficial owner of the Securities and all rights, title and interests therein or relating thereto shall vest solely in the Company,
and Seller shall so advise Vstock, and neither the Seller, its Affiliates (as defined under Section 405 of the Securities Act of
1933, as amended) nor any other party except the Company shall have any further right, title and/or interest in or to the Securities,
the Underlying Shares and/or the TA Letters except as otherwise expressly provided herein and/or in any of the Escrow Items. If
for any reason the Purchase Price is not disbursed to Seller on or before the Final Date, the Instruction Letter and Release Agreement
shall be null and void ab initio and shall be destroyed by the Escrow Agent and of no further force and/or effect, and the
Purchase Price shall be wired directly to Delafield pursuant to wire instructions provided to the Escrow Agent by Delafield.


 




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3.          Representations
of the Seller.


 


(a)          The
Seller is validly existing and in good standing under the laws of the jurisdiction of its organization with full right, power and
authority to enter into and to perform its obligations and agreements under this Agreement, the Instruction Letter and any other
document, agreement and/or instrument contemplated herein and/or in any of such other documents (collectively, the “Documents”)
and otherwise to carry out its obligations and agreements hereunder and thereunder. The execution, delivery and performance by
the Seller of this Agreement, the Instruction Letter and any other Documents have been duly authorized by all necessary company
or similar action on the part of the Seller (and to the extent required its equity holders) and no consents, permits and/or authorizations
are required in connection therewith. Each Document constitutes the valid and binding obligations of the Seller, enforceable against
the Seller in accordance with their respective terms, subject to the (i) laws of general application relating to bankruptcy, insolvency
and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.


 


(b)          The
Seller owns sole and exclusive right, title and interest in and to, and has subject to the SPAs the right to transfer to the Company
in connection with the Repurchase, all of the Securities being repurchased by the Company in the Repurchase which when transferred
pursuant to Section 2 hereof to the Company all of such securities will vest in the Company sole exclusive right, title and interest
in the Securities, free and clear of all liens, security interests, charges, rights of first refusal, clouds or title and/or other
encumbrances (“Liens”).


 


(c)          The
Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it
is capable of evaluating the merits and risks of the Repurchase. The Seller and its advisors has had a reasonable opportunity to
ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Repurchase and the
business, financial condition, and results of operations of the Company, and all such questions have been answered to the full
satisfaction of the Seller. The Seller is an informed and sophisticated party and has engaged, to the extent the Seller deems appropriate,
expert advisors experienced in the evaluation of transactions of the type contemplated hereby. The Seller acknowledges that neither
it nor any advisor to the Seller has relied upon any express or implied representations or warranties of any nature made by or
on behalf of the Company and/or any other person, whether or not any such representations, warranties or statements were made in
writing or orally, except as expressly set forth for the benefit of the Seller in this Agreement.


 


(d)          The
Seller acknowledges and understands that the Company on or around the date of the consummation of the Repurchase may sell securities
of the Company, to third parties at per share, or effective per-share, purchase prices that may be significantly higher or lower
than the per share purchase price being paid hereunder by the Company for the Shares. Notwithstanding any such sales, the Seller
agrees to accept the Purchase Price as full and fair payment for the Securities.


 




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(e)          Neither
the Seller nor any of its Affiliates has sold, granted an option in and/or otherwise effected any transaction and/or entered into
any agreement, and/or understanding with respect to any of the Securities and/or the Underlying Shares, except for this Agreement
and the Instruction Letter.


 


(f)          The
Preferred Shares have a Face Value as set forth in Schedule 1.


 


(g)          The
execution, delivery and performance of each of the Documents by the Seller and the consummation by the Seller of the transactions
contemplated by any of the Documents do not and will not (a) conflict with or violate any provision of the Seller’s articles
of incorporation, bylaws and/or other organizational or charter documents, (b) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties
or assets of the Seller, or give to others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of any agreement, credit facility, debt or other instrument (evidencing Seller debt or otherwise)
or other understanding and/or agreement and/or document to which the Seller is a party and/or is bound (including, but not limited
to any subscription agreement, private placement memorandum, purchase agreement (other than the SPAs) and/or similar document and/or
agreement between the Seller and/or any of its Affiliates on the one hand and any owner of any equity and/or rights in the Seller
and/or any of its Affiliates on the other hand) or by which any property or asset of the Seller and/or any of its Affiliates is
bound or affected, (c) conflict with or result in a violation of any material law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the Seller is subject (including, but not limited to,
any U.S. federal and state securities laws and regulations and any applicable law, rule and/or regulation of the Cayman Islands),
or by which any property or assets of the Seller is bound or affected, and/or (d) conflict with or violate the terms of any material
agreement by which the Seller is bound or to which any property or asset of the Seller is bound or affected; except in the case
of each of clauses (b), (c) and (d), such as would not reasonably be expected to result in a material adverse effect on the results
of operations, assets, business or financial condition of the Seller.


 


(h)         Attached hereto
as Schedule 1 is a list of all securities of the Company and/or any of its subsidiaries owned directly and/or indirectly,
beneficially and/or of record by the Seller, and the other Discover Releasing Parties (as defined in the Release Agreement), which
Schedule 1 shall make reference to all Preferred Shares and all Common Shares (and the amount thereof) owned by such persons and
to be bought by the Company on the Closing Date for the Purchase Price.


 


4.          Representations
of the Company


 


(a)          The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada


 




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(b)          The
Company has full right, power and authority to enter into and to perform its obligations and agreements under this Agreement and
the Documents and otherwise to carry out its obligations hereunder and thereunder, and the execution, delivery and performance
by the Company of this Agreement and the Documents and the transactions contemplated by this Agreement have been duly authorized
by all necessary action on the part of the Company and its board of directors (and to the extent required its equity holders) and
no consents, permits and/or authorizations are required in connection therewith. This Agreement and each of the Documents constitutes
the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the:
(i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific
performance, injunctive relief and other equitable remedies.


 


(c)          The
execution, delivery and performance of this Agreement by the Company and the consummation by Company of the other transactions
contemplated thereby do not and will not (a) conflict with or violate any provision of Company’s articles of incorporation,
bylaws and/or other organizational or charter documents, (b) conflict with, or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse
of time or both) of, any agreement, credit facility, debt or other instrument (evidencing Company debt or otherwise) or other understanding
and/or agreement and/or document to which Company is a party and/or is bound (including, but not limited to any subscription agreement,
private placement memorandum, purchase agreement (other than the SPAs) and/or similar document and/or agreement between the Company
on the one hand and any owner of any equity and/or rights in the Company on the other hand) to which Company is a party or by which
any property or asset of Company is bound or affected, (c) conflict with or result in a violation of any material law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject
(including, but not limited to, any U.S. federal and state securities laws and regulations and any applicable law, rule and/or
regulation of the state of Nevada), or by which any property or assets of the Company is bound or affected, and/or (d) conflict
with or violate the terms of any material agreement by which the Company is bound or to which any property or asset of the Company
is bound or affected; except in the case of each of clauses (b), (c) and (d), such as would not reasonably be expected to result
in a material adverse effect on the results of operations, assets, business or financial condition of the Company.


 


(d)          The
Company is acquiring the Securities as principal for its own account. The Company (either alone or together with its advisors)
has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the
Repurchase. The Company has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting
on behalf of the Seller concerning the Repurchase of the Securities, and all such questions have been answered to the full satisfaction
of the Company. The Company is an informed and sophisticated party and has engaged, to the extent the Company deems appropriate,
expert advisors experienced in the evaluation of transactions of the type contemplated hereby. The Company acknowledges that the
Company has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Seller,
whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth
for the benefit of the Company in this Agreement.


 




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(e)          The
Preferred Shares have a Face Value as set forth in Schedule 1.


 


5.          Restrictions
on Transfer. Except for the Repurchase no party hereto shall transfer, assign, sell, convey or otherwise encumber any of the
Securities nor any Underlying Shares not released from escrow or agree to any of the foregoing in any way, until Closing or termination
of this Agreement.


 


6.          Waiver.
Provided that a portion of the proceed thereof are used to pay the Purchase Price in full, as of the Effective Date the Seller
hereby waives the prohibition against subsequent financings as set forth in Section IV.N. of each of the SPAs.


 


7.          Termination.
On the Closing Date and receipt by the Seller of the Purchase Price of the Securities, the Original Transaction Documents, including
but not limited to the SPAs, any stock certificates representing the Preferred Shares, the TA Letters and the Certificate of Designations
shall automatically be terminated so as to be rendered null and void and of no further force and effect; provided, however,
that the provisions of Section IV.F (except the last sentence thereof), Section IV.G and all of Section VI of the SPAs, shall
remain in full force and effect for the period set forth in the SPAs, and are hereby ratified and confirmed in all respects.


 


8.          Seller
Securities Representation and Covenant. As of the Closing Date and receipt by the Seller of the Purchase Price, the Seller
hereby represents that it and its Affiliates will not own or have any rights to any securities of the Company and agrees that for
a period of Seven Hundred and Twenty (720) calendar days from the Closing Date, neither the Seller nor any Affiliate shall directly
and/or indirectly (1) purchase, agree to purchase, contract to purchase and/or otherwise acquire, offer, pledge, sell, contract
to sell, grant, lend, or otherwise transfer or dispose of, any securities of the Company and/or any of the Company’s Subsidiaries
(as defined below) including, but not limited to, any shares of Common Stock, warrants, options, notes, debt (whether or not any
such debt is deemed to be a “Security” as defined under the 1933 Act) and/or any other securities that are convertible,
exchangeable and/or exercisable into any shares of Common Stock and/or other securities of the Company and/or any of its Subsidiaries,
whether now owned or hereafter acquired by the Seller and/or any Affiliate or with respect to which the Seller and/or any Affiliate
has or hereafter acquires the power of acquisition and/or disposition (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement (including, but not limited to, a Hedging Transaction (as defined below) that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand
for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to
make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any
Lock-Up Securities. For purposes of this Agreement, the term “Hedging Transaction” means any short sale (whether
or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with
respect to any security that includes, relates to and/or derives any part of its value from the Common Stock and/or any other securities
of the Company and/or any of its Subsidiaries; and the term “Subsidiaries” means, with respect to any person
and/or entity, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership
or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or
more intermediaries, or both, by such person and/or entity, that is disclosed in the Company’s public filings with the U.S.
Securities & Exchange Commission.


 




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9.          Mutual
Release.


 


(a)          In
consideration of the covenants, agreements and undertakings of the parties to this Agreement, effective upon the Closing Date,
each party hereto, on behalf of itself and its respective present and former parents, direct and indirect subsidiaries, affiliates,
employees, officers, directors, shareholders, members, equity holders, successors, agents, representatives and assigns (collectively,
"Releasors") hereby releases, waives, forever discharges and holds harmless
the other parties hereto and each of their respective present and former, direct and indirect, parents, subsidiaries, affiliates,
employees, officers, directors, shareholders, members, equity holders, agents, representatives, successors and assigns (collectively,
"Releasees") of and from any and all actions, causes of action, suits,
losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions,
claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured,
suspected or unsuspected, in law, admiralty or equity (collectively, "Claims"),
which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or
by reason of any matter, cause, or thing whatsoever from the beginning of time through and including the Closing Date arising out
of or relating to this Agreement and the Original Transaction Documents including, but not limited to, the TA Letters, and the
SPAs and the Documents, except for any surviving obligations as expressly provided for in this Agreement, and Claims relating to
rights, remedies and obligations preserved by, created by or otherwise arising out of this Agreement and/or the Documents.


 


(b)          Each
Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or
any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 9, and
which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party's decision to
enter into it and grant the release contained in this Section 9. Nevertheless, the Releasors intend to fully, finally and forever
settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section
9, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will
remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors
hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.


 




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10.        Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the Cayman Islands, without regard to the principles of conflict
of laws thereof. 


 


11.         Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together will be considered one and the same
agreement and will become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by portable document
format, facsimile or electronic transmission, such signature will create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


12.        Entire
Agreement. This Agreement and the Documents contain the entire agreement
and understanding of the parties hereto, and supersedes all prior and contemporaneous
agreements, term sheets, letters, discussions, communications and understandings,
both oral and written, which the parties acknowledge have been merged into this Agreement.
No party, representative, advisor, attorney or agent has relied upon any collateral contract, agreement, assurance, promise,
understanding, statement or representation not expressly set forth herein. The parties hereby absolutely, unconditionally and
irrevocably waive all rights and remedies, at law and in equity, directly or indirectly arising out of or relating to, or which
may arise as a result of, any Person’s reliance on any such statement or assurance.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	AMARANTUS BIOSCIENCE HOLDINGS, INC.
	 	 	 
	 	By:	
	 	 	Name: Gerald Commissiong
	 	 	Title: Chief Executive Officer
	 	 	 
	 	By:	 
	 	 	Name: Robert E. Farrell
	 	 	Title: Chief Financial Officer


 




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	 	DISCOVER GROWTH FUND
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




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