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SEC Filings

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

1.5.3.
BioTime shall notify HBL of any Financing Transaction consummated during the Effective Period by providing HBL a written notice by no later than [ * ] days following the closing thereof and shall provide HBL with a true and complete copy of all Financing Transaction Agreements. BioTime shall ensure that Cell Cure shall take all acts as required to enable the participation of HBL pursuant to this Section 1.5 in any Financing Transaction consummated during the Effective Period, including the reservation of such amount out of the aggregate investment amount equal to [ * ]. Upon participation pursuant to Section 1.5.1 or 1.5.2 above, HBL shall be entitled to [ * ] in such Financing Transaction (the “Investors”), on a pari-passu basis, as if the HBL Internal Participation Amount or HBL External Participation Amount, as applicable, was invested by HBL under the Financing Transaction Agreements at the closing thereof, all in accordance with the terms and conditions set forth therein. [ * ] shall ensure that [ * ] takes all actions reasonably necessary to ensure that HBL shall be added as a party to the Financing Transaction Agreements for purpose of providing it with the rights and benefits of the Investors on a proportionate basis, including any shareholder rights, the right to rely on representations and warranties provided thereunder and to be indemnified in connection therewith.
 
1.5.4.
Failure by HBL to provide an Internal Participation Notice or External Participation Notice, as applicable, with respect to a specific Financing Transaction consummated during the Effective Period, shall be deemed a wavier by HBL of its participation right under this Section 1.5 with respect to such Financing Transaction, all subject to the compliance of Cell Cure and BioTime with their respective obligations under this Section 1.5.
 
1.6.
In the event that Cell Cure consummates a Financing Transaction through the issuance of shares during the five (5) year period following Closing (the “Qualifying Period”), then upon the closing of such Financing Transaction, BioTime shall ensure that Cell Cure shall issue to HBL a warrant, substantially in the form attached hereto as Exhibit C (the “Investment  Warrant”), to purchase shares of the same type and class as issued in such Financing Transaction, in an amount equal to 5% of the aggregate amount of Cell Cure’s securities issued as part of such Financing Transaction at an exercise price equal to the [ * ]. Each Investment Warrant shall be exercisable during a period of five (5) years commencing on the Closing, subject to the terms and conditions set forth therein. Cell Cure shall notify HBL of such Financing Transaction by providing HBL a written notice by no later than five (5) days prior to the closing thereof. Is it hereby agreed and acknowledged that in the event that HBL is entitled to an Investment Warrant pursuant to this Section 1.6 and Cell Cure fails to issue HBL such Investment Warrant, BioTime shall grant HBL an option to purchase shares of Cell Cure held by it, of the same type and class as issued in such Financing Transaction, in an amount and at an exercise price equal to [ * ] (a “BioTime Call Option”). BioTime undertakes to reserve that number of shares of Cell Cure held by it, as may be required from time to time to allow for the issuance and exercise of BioTime Call Option(s), free and clear of all pre-emptive rights, liens, pledges, security interests, charges and encumbrances. In the event of an exercise of a BioTime Call Option, HBL shall be entitled to deduct and withhold from the aggregate exercise price, upon exercise thereof, otherwise payable to BioTime under the terms thereof, such amounts as HBL is required to deduct and withhold with respect to the making of such payment under applicable tax law at the applicable rate for such withholding, unless BioTime provides HBL a valid tax certificate issued by the Israeli tax authority, in a form and substance acceptable to HBL, stating that no withholding, or reduced withholding, of tax is required in connection with the payment of the exercise price from HBL to BioTime, in which case the taxes shall not be withheld, or shall be withheld at the applicable reduced rate.
 
[ * ] = 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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