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SEC Filings

10-Q
BIOTIME INC filed this Form 10-Q on 08/09/2017
Entire Document
 

Exhibit 10.3
 
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 
DEBT AND NOTE PURCHASE AGREEMENT

THIS DEBT AND NOTE PURCHASE AGREEMENT (the “Agreement”) is made and entered on June 16 2017 (“Effective Date”), by and between BioTime Inc., a California corporation, with offices at 1010 Atlantic Ave., Suite 102, Alameda, CA 94501 (“BioTime”) and HBL-Hadasit Bio-Holdings Ltd., an Israeli corporation, having its place of business at Jerusalem Bio-Park, 5th Floor Hadassah Ein-Kerem Campus, Jerusalem 91120, Israel (“HBL”).

W I T N E S S E T H:

WHEREAS, HBL remitted loans to Cell Cure Neurosciences Ltd. (“Cell Cure”), in the aggregate principal amount of US [ * ] under certain Subscription Offers and Loan Agreements and the promissory notes issued thereunder (collectively, the “Loan Documents”), all as detailed in Exhibit A attached hereto (collectively with accrued interest thereof as of the date hereof, in the amount of US [ * ], the “Cell Cure Debt”); and

WHEREAS, BioTime wishes to purchase the Cell Cure Debt from HBL and to assume all of HBL’s rights and obligations under the Loan Documents and HBL desires to sell the Cell Cure Debt to BioTime and to assign the Loan Documents to BioTime, all in accordance with the terms and conditions set forth in this Agreement; and
 
NOW, THEREFORE, the parties hereto hereby agree as follows:

1.
Sale of the Debt; Issuance of Warrant; Participation Rights.
 
 
1.1
Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement:
 
1.2.
HBL shall sell the Cell Cure Debt to BioTime and BioTime shall purchase the Cell Cure Debt from HBL, for an aggregate purchase price of [ * ] (the “Purchase Price”), to be paid to HBL at the Closing (as defined below) in the manner set forth herein.
 
1.3.
The Purchase Price shall be paid by BioTime to HBL by issuance to HBL of [ * ] shares of BioTime common stock which are listed on the NYSE MKT (the “Traded Stock”), [ * ].
 
1.4.
HBL and BioTime hereby undertake to vote all of their shares in Cell Cure in favor of this Agreement, the SPA (as defined below) and the transactions contemplated hereunder and thereunder, subject to the terms and conditions set forth herein and therein. HBL and BioTime further irrevocably and unconditionally undertake to take all further acts and to execute all documents and instruments (including all corporate resolutions, share transfer deeds and any other documents and instruments), as required to consummate the transaction contemplated hereunder and thereunder, all in accordance with and subject to the terms and conditions set forth herein and therein.
 
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 

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