Exhibit 10.4
SENIOR SECURED CONVERTIBLE NOTE
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD
CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 12(a)
HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE
SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET
FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.
Amarantus Bioscience Holdings, Inc.
Senior Secured Convertible Note
Issuance Date:
April 6, 2017 Original Principal Amount: U.S. $100,000
FOR VALUE RECEIVED, Amarantus Bioscience Holdings, Inc., a Nevada corporation
(the "Company"), hereby promises to pay to the order of Xpress Group
International Limited or its registered assigns ("Holder") the amount set forth
above as the Original Principal Amount (as reduced pursuant to the terms hereof
pursuant to redemption, conversion or otherwise, the "Principal") when due,
whether upon the Maturity Date (as defined below), or upon acceleration,
redemption or otherwise (in each case in accordance with the terms hereof) and
to pay interest ("Interest") on any outstanding Principal at the applicable
Interest Rate (as defined below) from the date set forth above as the Issuance
Date (the "Issuance Date") until the same becomes due and payable, whether upon
the Maturity Date, or upon acceleration, conversion, redemption or otherwise (in
each case in accordance with the terms hereof). This Senior Secured Convertible
Note (including all Senior Secured Convertible Notes issued in exchange,
transfer or replacement hereof, this "Note") is one of an issue of Senior
Secured Convertible Notes issued pursuant to the Securities Purchase Agreement,
dated as of April 6, 2017 (the "Subscription Date"), by and among the Company
and the investors (the "Buyers") referred to therein, as amended from time to
time (collectively, the "Notes", and such other Senior Secured Convertible
Notes, the "Other Notes"). Certain capitalized terms used herein are defined in
Section 22.
1.
PAYMENTS OF PRINCIPAL. On the Maturity Date, all outstanding Principal,
accrued and unpaid Interest shall be converted into Company Common Stock (as
defined below), pursuant to the terms of Section 3 hereof. Other than as
specifically permitted by this Note, the Company may not prepay any portion of
the outstanding Principal and